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My Little Pony: Friendship Is Grievous

by GodzillaLecter

Chapters

General Grievous in Equestria

The meadow was a soft place. Full of flowers and beautiful swaying grass. The sun was bright and warm, the sky was clear blue and was dotted with puffy clouds. Birds were chirping happily, some were hopping around on the grass, pecking around in hopes of finding little insects to eat for their breakfast.

This land was quite the opposite of the being that was currently unconscious in the grass. The creature's body was skeletal, entirely metal, save for the eye holes on his flat expressionless mask that now qualified as his face. Strange, six fingered hands and huge metal feet with sharp talons for toes, everything about the creature looked aggressive, he was the exact opposite of the soft and friendly looking world he was in.

Some of the birds, out of curiosity hopped onto the being's metal shoulder as he was currently lying on his right side. One of the little blue birds tentatively pecked his head, perched on the strange looking antenna than ran down the side of his head. A light 'ting' was the result. Other birds followed suit and began tapping pecking the creature hoping that perhaps he would be friendly and that they'd have a new friend to sing with.

- - - -

General Grievous twitched slightly, an irritable tapping noise echoing in his audio receptors, and Grievous was very quick to show his frustration. Growling in his deep voice a single reptilian yellow eye cracked open and glanced at where the sound was originating from. He saw it. A small, feathered creature. A bird. Furious he let out a warbling scream, rising to his full height of seven foot one and swiping at the air wildly. A flurry of blue feathers floated around him as the terrified birds flew away from the enraged cyborg.

After about a minute of gasping for breath and regaining his composure, the general began to look around and for once showed actual confusion at his location. Turning in circles, his cape swishing around his thin metal legs and his head turned to the sky.

'Where am I?' He thought. Quickly he held up his right arm and spoke into his com link authoritatively:

“This is General Grievous attempting to establish communication with The Invisible Hand. Over?” Nothing. Just quiet static.

“Come in dammit!” He hissed. Annoyed he deactivated his com link and once again began scrutinizing  the environment. He had been to hundreds of worlds, seen thousands of different environments and wildlife. But nothing quite as tranquil as this. The sky looked as though it'd never seen pollution a day in its existence. And those birds...perching and pecking on him. Animals normally fled!

Especially around him. Not that he objected to that, of course.

Grievous knew he wouldn't figure anything out by just standing around, it was best to start moving.

His cape brushed over the grass as he began his journey, his metal talons briefly stabbing into the soft earth, resuming his standard, hunched over form.

Progressing up a hill majestically he occasionally swiveled his antenna around to detect any sounds. Reaching he top of the grassy hill it gave him an overview of he area. Behind him was simply more meadow...and ahead of him, at the bottom of the hill, was a road.

'Good,' he thought gruffly to himself and proceeded down towards it. 'At least there is some civilization here after all.'  

The only thing he now had to worry about now was where it led.


- - - -

Grievous walked as he usually did, a rather foreboding stance and eyes fixed in a glare. His hands were behind his back as he continued his silent way along the road. The occasional tree or bush dotted the sides of the road and each one seemed to be abundant with life. Rabbits would joyfully hop across the path, birds would chirp and dance with each other.

He again witnessed two song birds singing together, playfully circled each other and flew away and in seconds rejoined one another on a little branch to continue their song.

Grievous glowered briefly and went on.

'Is everything in this world so sickeningly happy?' He wondered to himself. Glancing upward at the sun to see if it had moved at all. And it had, drastically. If he was correct it had to be at least noon.

'Not even a glimpse of any settlements,' his fists clenched angrily, 'and I'm not even sure if I'm going-'

That's when he was interrupted by what was perhaps some of the most beautiful singing he had ever heard. His antenna clicked quietly as he began searching for the source of the singing.

It was coming from the right, quickly going about his way and almost immediately found who he was looking for.

In all his years of space travel he'd never really seen a creature like the one that was before him.

It was definitely female, that much was certain. Butter yellow in color, a small snout and pointed ears, delicate wings which held her loftily off the ground. She had no hands, just hooves, light blue eyes and a pink mane and tail. And their seemed to be a sort of symbol adorning her flank, three butterflies.

“Okay everypony,” she spoke to about dozen red birds that were perched on the leaf covered tree in front of her.

'Stupid birds,' Grievous thought to himself and had decided this strange winged creature was going to tell him everything he needed to know about ...wherever he was.

“Excuse me.” It was not a question. It was simply a statement, the female gasped frightfully and the birds scattered. Some of them had even recognized the foul tempered cyborg.

The creature was puny compared to Grievous, only coming up to his thigh, just below his hip.

“Where am I?” He demanded in a dark tone. Hands once again behind his back and his eyes narrowed to slits. The shy thing's mane perfectly covered half of her face as she turned away from him. Shuffling her front hooves anxiously. One of Grievous' metal talons scraped at the soft dirt ground impatiently at her inability to respond.

Hunkering down he used a finger carefully placed under her chin and turned her to face him. Her blue eyes gleamed with fear, this pleased the cyborg at the fact he was able to intimidate easily in this world...but he'd hardly done anything! All he had done was speak to her and she was acting like he might torture her.

“Listen to me pest, I am General Grievous and I must return to my rightful place!” He hissed quietly. She only whimpered.

“Is there a problem here?”

The general suppressed an annoyed growl and glanced over his shoulder to see his obvious challenger. A cyan blue colored winged creature similar to the one he was interrogating stood just feet away from him. Her most obvious features were her purple eyes and rainbow colored mane and tail.

“No,” he put on a mock friendly tone, “I,” he placed a hand on his chest, “was just having a little chat with my new friend here.” He shifted his cape aside so the rainbow colored creature could see her trembling friend.

“Is this guy bothering you Fluttershy?”

Grievous suppressed a laugh at the butter yellow female's name.

“N-n-no. No problem,” Fluttershy cowered when Grievous glanced at her for a second.

“Sure seems like there's a problem to me.”

“There WILL be if you don't leave,” the Kaleesh cyborg snapped back, his low voice beginning to rise to a yell.

“Pfft, you don't know who I am do you?” The rainbow maned female said with pride. Briefly her eyes widened when the sunlight became blotted out by Grievous.

“You obviously don't know who I am, do you?” Grievous loomed over her ominously, purposely shifting his cape to a point where she could see just some of the lightsabers he had with him.

“I know what you're about to be...SCRAP METAL!” With her right hoof the rainbow maned female shot forward fast enough to a point where even Grievous didn't expect it!

CRACK!

For a few seconds she hovered there, her hoof had connected with his chest plate...and then she fell on her rear, clutching at her now sore hoof with her free one.

“OW! Geez what in the name of Celestia are you made out of...,” she reopened her eyes and looked up at the openly amused general, “oh right...you are metal.”

Grievous grabbed her by the scruff  with his left hand and easily hefted her up.

“Hey lemme go!” She began swinging her front hooves at his face but with his long arm Grievous simply held her away from his face and body.

“You've got spirit creature-,”

“My name is Rainbow Dash!”

Grievous chuckled.

“Do all members of your species have such ridiculous names?”

“I'll let you know that 'Rainbow Dash' is an awesome name! Now lemme go!”

Grievous had begun to reach into his cape with his free hand until Fluttershy spontaneously yelled:

“LOOK OUT!”

Both Grievous and Rainbow Dash swiveled their gaze towards the other side of the road. Gliding straight for them...was a bloodied, ravenous manticore!


- - - -

Disclaimer:

General Grievous is copyright to Lucasfilms/Disney.

My Little Pony:Friendship Is Magic is copyright to Hasbro.

Manticore attack

Without any regard as to what would become of Rainbow Dash, Grievous tossed her a few feet away and turned to fully face the manticore. His mane, face, chest, and front paws were smeared and caked with blood. The overall body of a manticore was basically that of a lion, with a red scorpion tail that could inject lethal venom into the body. And had huge bat like wings on the back enabling it with the power of flight.

Grievous rolled aside when the ravenous beast took a swipe at him. In mere seconds he pulled out two lightsabers and effortlessly spun around to face the monster.

VMM!

The beams ignited, a green lightsaber in his right hand and a blue in his left. Grievous remained crouched low to the ground, the two circled each other dangerously. From even where he stood, the warlord could see the manticore's deranged and bloodshot eyes. Even though he was in an entirely different world the general could very plainly recognize a rabid animal. And just like all rabid animals it needed to be put down.

Something Grievous had no qualms about doing. It had been awhile since he killed something and he could use the entertainment.

The manticore roared and lunged at the cyborg who simply tapped his green saber on the manticore's front paw. It yelped and lept back, looking at his singed limb. No blood of any sort but a very agonizing burn. The beast's eyes narrowed and again it sprang at Grievous, who easily stepped aside and drew both lightsabers along the rabid monster's side.

The manticore reacted faster this time around and attempted to bite the Kaleesh warlord but he jumped back. The manticore tried surprising him by lashing his tail at one of the cyborg's six fingered hands, his right to be exact.

Grievous loftily tossed the lightsaber into the air and swiped with the blue blade.

VRUM!

Half of the tail lay at Grievous' metal feet. While the beast screamed his pain Grievous casually walked up and swiftly kicked him hard in the ribs and immediately a gasp could be heard. The manticore sprawled along the ground before springing back up.

Again, the deranged beast lunged.

Grievous held up each lightsaber taking care to make sure they weren't too close...and began rotating each hand in reverse. The blades sang electronically through the air and the manticore actually began to step back with a befuddled expression. He'd seen plenty of sword wielders who were fully capable of spinning their swords but nothing like this!

Shaking his shaggy head once and regaining his courage the manticore lunged again, rising up his hind legs.

Grievous ceased his incredibly fast lightsaber spinning and swung up with his blue saber cleaving the manticore's right paw off! Dashing by he drew the green saber through the beast's back legs the manticore instantaneously went down. Feebly managing to land on his back in hopes of using his remaining paw to defend himself.

But it was much to late for that.

Without any form of remorse or mercy, Grievous plunged both lightsabers into the manticore's heaving chest. The general took immense satisfaction at seeing the brief look of terror cloud the creature's eyes over, the light vanishing just as fast, and the familiar death rattle sounding out as the head fell back limply.

Deactivating his weapons and returning them to his cape he stood proudly over his kill, he could feel that Rainbow Dash's eyes practically glued to him. Grievous coldly turned his gaze to Fluttershy who had her back turned to them and he could plainly hear her crying softly.

Fluttershy's tearful eyes stared up at him when he approached and she only cried harder.

Before any of them could do anything a high pitched voice, one of which filled Grievous with annoyance hollered:

“HEY EVERYPONY! I found Fluttershy and Rainbow Dash!”

“Pinkie! Stay away!” Rainbow Dash yelled back at the newcomer, Grievous observed that the pink creature with a very puffy mane was without wings.

And she was not alone.

Introductions

Grievous was not unfamiliar with swarms running up to him. Usually one of two things would happen:

They would attempt to kill him...and fail miserably.

Or it would be a swarm of thankful beings...but ever since he'd become a cyborg that rarely happened anymore.

There were dozens of the hoofed creatures, some without wings, some with wings, others even had little horns protruding from their heads. They all skidded to a halt, a few bumping into each other as they spotted both the dead, mutilated manticore and then laid their large eyes upon the beast's slayer.

Grievous knew that probably no one on their planet had ever seen anything like him before. It was rather amusing to him to see the befuddled and him some case frightened expressions.

“What...,” a white female spoke, a little horn adorning her hair. A beautiful indigo mane and tail had been precisely curled. Grievous already disliked her.

“In the name of Celestia is that?” She stared at the Kaleesh warlord, unsure of what to make of him.

“I should be asking you creatures the same question,” he growled back at them. For a moment everyone was silent, even Fluttershy had stopped crying and had been gently coaxed away by a purple creature who also had a single horn on her head.

Finally, their leader, Grievous presumed cautiously approached him. She was a plain brown color and a had a white mane and tail, from age. She adjusted her glasses with a hoof and her jaw dropped slightly as she looked the general over from head to toe.

“What happened here?” She asked in a somewhat small voice. Still somewhat unnerved but Grievous. A soft breeze rusted the grass and  branches of the tree behind him and blew his cape to the left for a few moments.

“Well,” Rainbow Dash piped up and floated up into the air above everyone else to begin her narration.

“I was just flyin' around when I see this guy,” she jabbed a hoof down at Grievous, who watched on rather uninterested by the whole thing, “scaring Fluttershy!”

Now they all stared accusingly at Grievous...they all knew how fragile Fluttershy was!

“So then I come here,” Rainbow Dash made a point of landing on the ground heroically, “to teach this guy a lesson about what happen when you bully one of my friends when that manticore showed up!”

Grievous was amused by the fact that the winged rainbow maned female had omitted about how she nearly broke her hoof by punching him, and he never intended to tell them he'd been planning on skewering her through.

“Wait a sec,” another female voice spoke up, this one was by far the most irritating the cyborg had heard yet. He turned to see a blonde pony with a hat carefully inspecting the deceased manticore. Not bothering to hide the look of disgust.

“I ain't never seen wounds like this before!” Her face hat tiny white dots that seemed to resemble freckles. “Did you do these?”

“Yes.”

“How?”

Grievous reached into the folds of his cape and pulled out a single lightsaber.

The green blade ignited, in the silence it seemed to be the loudest thing they'd ever heard. A few even jumped back. He carefully drew the lethal weapon through the air, it hummed and glowed all the while.

“You killed it with a glowin' sword?”

“H-he used another,” Fluttershy squeaked fearfully from where she stood. Her face had dried tear streams.

Grievous deactivated the lightsaber and returned it to his cape.

“Wait a moment,” their white maned leader spoke, “if he killed the manticore then that means he saved Fluttershy and Rainbow Dash.”

“WHAT!?” The hoofed creatures exclaimed.

“WHAT!?” General Grievous exclaimed with even more surprise than them. He didn't do it to save them! He did it because he was bored and wanted the entertainment.

“Sir, won't you tell us you're name?”

“I am General Grievous-”

The crowd began cheering, surprising him at their sudden change in attitude towards him.

“Our hero!” One of them yelled.

Grievous looked down when the creature with a very puffy mane that Rainbow Dash had identified as “Pinkie” tugged at his hand.

“C'mon we're gonna have a party!”

“Wha-” the general was dragged into the crowd and was whisked away for a proper Ponyville welcome.

Grievous in Ponyville

General Grievous was by no means a party creature. He hated pointless celebrations, true he could handle social gatherings arranged by Count Dooku to help rally more systems to the Separatist cause. But that was just because it was quiet, everyone there was on their best and most respectable behavior.

And most avoided speaking to him because of his rather icy presence. Which was just fine with him. But the party he'd been swept up in now...was basically the definition of loud and obnoxious...at least to him. The guests were having the time of their lives, dancing and eating and playing games.

And he'd learned much about the land he was in. The overall place itself was called “Equestria.” Its three primary denizens were ponies. Divided into three types, winged ponies called pegasus or pegasai , unicorns, and earth ponies. Their sun was raised by Princess Celestia and their moon was raised by Princess Luna. Both were a rare species called alicorns.

He'd also learned that the purple unicorn was Twilight Sparkle, the white unicorn was Rarity, the earth pony with the hat was Applejack, the pink one who seemed to have reality defying powers was Pinkie Pie, and Twilight Sparkle had a dragon assistant named Spike. Once again, he tore the ridiculous cone shaped hat off his head and tossed it to the ground.

He was now located in a place called Sugarcube Corner. To Grievous, just looking at it was an eyesore , the outside wasn't so bad and it seemed to be designed to resemble candy but it was the inside that annoyed him. It was mostly pink and had candy designs everyone and it reminded him of something a child might have thought of. Cupcakes and other sweet little treats adorned the tables and balloons floated wildly around.

He smacked one away when it got to close to his face. And, yet again a pony shoved a cupcake into one of his hands. The didn't realize he had no need to eat or even drink anymore because his cybernetic enhancements practically made him a self sustaining organism. Irritated he tossed the pink cupcake behind him and decided it'd be best to move before more ponies took an interest in him.

Pinkie Pie spotted the descending cupcake and sprang into the air and turned her head towards it...and ate the entire thing in one gigantic bite. Her eyes scrunched shut in happiness. Grievous was halfway at the door when Pinkie interjected with what the next game was going to be:

“LET'S PLAY PIN THE TAIL ON THE DONKEY!” All the other ponies cheered and stamped their hooves in agreement but that only made the general increase his pace. He felt Pinkie spontaneously leap onto his back.

“The guest of honor always goes first,” she said happily. Grievous knew he had to do something to get out of playing the game! Decapitating Pinkie seemed like a good idea...but he decided to go with the idea that wouldn't make him a wanted fugitive.

“As the guest of honor I insist that...,” his glowing eyes scanned the happy crowd and then he saw his distraction. “I insist that Rarity go first.”

Pinkie Pie hopped off his back and gave Grievous the bright pink blindfold.

“Oh but I-I couldn't I just had my mane done and I-”

Grievous knelt down in front the stylish mare obscuring her from view as he fastened the blindfold firmly over her blue eyes.

“But Miss Rarity,” he gave emphasis on the word “Miss” and he fastened the knot and shifted her position so she was directly facing the image of a grinning donkey. “As the guest of honor I insist that a lady go first.” And with that he spun her around at least a dozen times.

As Rarity wobbled with the tail now stuffed into mouth she stumbled about in a dazed manner. Left...right...left-right. And Grievous, without any of them the wiser was out the door.

- - - -

Growling once he stood back up after having to almost crawl out Sugarcube Corner, the ponies had doors that were small enough to a point where he had to squat down to enter and exit. Most of the ponies were at the party so the streets were relatively vacant. The streets were wide and made of stone and the houses were mostly the same. Brown with some pink and brown rooftops. Some had balconies. Grievous figured it would be best to know the environment of the place he would probably be staying at until he discovered a way to return to his proper domain.

He continued walking onwards and was surprised to see a little market set up. Most were covered by a cloth that acted as a roof and some were out in the open. Ponies were making their purchases, and some upon Grievous' arrival increased their pace and rushed past him. Clearly many were afraid of him.

'Good.'

- - - -

Fluttershy desperately scanned the market place for the last piece of key ingredient. Angel Bunny was once again demonstrating his picky eating habits by demanding a banana split as a snack. It'd already been a hard enough day for Fluttershy what with seeing a rabid manticore be savagely butchered by a cyborg who'd terrorized her. So she just decided to give him what he wanted without a big fuss. And then she saw it...a yellow banana in perfect condition.

Her happiness soared...until she saw who owned the market stand. It was the same brown pony with the stubble covered face and blue hat who raised the price of a single cherry to a ridiculous amount. But still she didn't want her poor little bunny to be hungry. And her hopes were dashed when he grinned in recognition.

“Hey hey look who's back.” The price of the banana was clearly five bits but because it was Fluttershy he immediately spouted off with his new price.

Fifteen bits!”

“But I don't-”

“Twenty bits.”

“Now listen here mister-”

“Thirty bits!”

Fluttershy lowered her head in defeat and realized it really was no use and had begun to back away. Until she bumped into something hard and metal. Looking up to see General Grievous himself standing behind her she cowered like a dog that was about to be beaten. Grievous simply strode over her his cape brushing against her side...cautiously she peeked at what was happening.

The stand's owner gulped but kept a brave face on as Grievous approached. Both hands were behind his back and he was in his usual hunched posture, he lowered his head so that only the stand owner could hear him.

“You are aware that price gouging is illegal?”

“But uh-it was a bargain! Yeah...I run a legitimate business here!”

“The price of a simple banana is five bits correct?”

“Yeah. What're you gonna do about it?” But the stallion had not asked as a challenge, his head was now lowered and his ears were flat in anxiousness.

“Perhaps I could report this to one of your princesses...or,” he shifted so the stallion could get a brief glimpse of his lightsabers.

“Whoah hold on there, you wouldn't kill me for just trying to squeeze a little extra money outta the doormat?”

“I've killed plenty more for less.”

“Okay! Here take the banana,” the stand owner chuckled nervously and pushed the yellow fruit away. “You can have it! Free of charge!”

Fluttershy cautiously took the banana and quickly left. Still very afraid of Grievous.

The cyborg left triumphantly, not because he'd done a kind act but because he'd been able to terrify almost all of them just by being in their presence.

This world could be amusing to him after all.

New problems

The party had been fun, after all it had been a Pinkie Pie party so naturally it'd been a total blast, but now it was time to get down to business. At least for Twilight Sparkle it was. As Celestia's best student it was her duty to learn about Grievous as much as he would permit her too. The only problem she faced now was finding him, while nopony had noticed, he'd somehow sneaked out of the party; she had deduced it had been when Rarity was trying to pin the tail on the donkey...and ended up pinning it to the face.

“Whoah hold up Twilight,” Spike dashed after her, “are you sure you wanna find this guy?”

“Of course why wouldn't I?” She smiled at her assistant's over protectiveness.

“Pfft am I the only one who remembers how we all found him? Fluttershy crying, dead manticore, Rainbow Dash on the ground...any of this ringing a bell?” He tapped a foot on the ground impatiently.

“Its Fluttershy Spike you know how she is.”

“Okay,” he held up his clawed hands and began backing away, “but don't blame me when Grievous maims you with those light sword things-,” he bumped into something. Turning around to be greeted by a metal leg...then his gave traveled upward and he saw the piercing eyes of the general staring directly at him.

“Hehe...bye!” The young dragon ran by Twilight with such speed her purple mane blew back for a few seconds.

“There you are, I was hoping I'd find you,” she galloped over to the currently silent cyborg and beckoned with her head for him to follow. Without a word he walked after her.

- - - -

The three stood over the mutilated and dead manticore. The lifeless eyes staring out at the leader of the trio blankly.

“He survived,” one of them said in a stunned voice.

“Of course her did,” their leader spoke in a knowing voice, glancing out at the dying rays of sunlight. It wouldn't be long until Luna's Night began.

“You're not surprise Milady?” The other asked in a whisper.

“Not in the slightest but it still is an impressive feat of skill to kill a creature such as this. He truly is a warrior,” the female spoke with a sense of admiration before  glancing back up at the sky.

“Come along now we best be getting back into the forest.”

- - - -

The Ponyville library was one of the more tolerable places for Grievous. For one thing it was quiet, it was big and wide enough to a point where he didn't feel like he might crash into anything. Twilight's little horn glowed purple as she summoned a quill, ink, and piece of paper. The library was inside a hollowed out tree, on the ceiling was a painting of the sun, a set of stares leading up to a bedroom.

Dozens of books kept neatly in shelves. It was very organized.

“Name?” She asked cheerfully.

“I am General Grievous, Supreme Commander of The Droid Armies.”

“Oookayy,” Twilight wasn't sure how she would write that...so she just put 'General Grievous.'

“Do you go by any other names?”

“No.”

“Just 'Grievous'?”

“Yes.”

'That can't be his real name...but I guess its none of my business.'

“Place of birth.”

“Kalee.”

The quill scratching against the paper once again became the only noise between them. Twilight herself felt incredibly awkward, and she hadn't felt like that since she'd first arrived in Ponyville. Grievous was definitely the most...unfriendly being she had ever met. He wasn't glaring at her necessarily but she could sense his overall dislike of her and of Ponyville. But then again it also seemed like a possibility that Grievous wasn't the type to really like anypony.

“Do you have any special requirements? Food? Medicine?”

“No.”

Twilight fake grinned and looked around for a few seconds with only her eyes, just wishing for this moment to end.

“Could you elaborate please?”

“My cybernetic enhancements have practically made me a self sustaining organism,” he said casually, tapping a talon on the wood floor twice.

Before anything more could be said a knock sounded at the door making Twilight jump slightly. Carefully she lowered the quill's tip back into the ink and calling out:

“Coming,” she hurried over to the simple door and used her magic to open it, just a crack.

“Princess Luna!”

At Twilight's words Grievous became interested, so one of their precious princesses had already discovered that he was in their world? At least that was his assumption.

“Good evening Twilight Sparkle,” a soft but proper voice spoke from beyond the door, “I was just wondering if I may come in for a moment or two.”

“Um actually princess I'm kinda in the middle of something,” Twilight didn't want to tell either Luna or even Celestia about Grievous just yet.

“Twilight...I know that he's in there,” Luna stated bluntly completely ruining Twilight's feeble cover up.

“Let her in,” Grievous spoke.

The door opened and the Princess of The Night stepped in.

- - - -

Princess Luna was quite a sight to see for anypony and General Grievous. Her appearance was drastically different from the other ponies he had seen thus far. A dark blue mane that seemed to sparkling with dozens of tiny stars and never seemed to floating and moving despite the fact there was no wind. She had a longer horn and had dark feathered wings. Her tail was similar to her mane in both physical look and the fact that it to was flowing. And on each flank was a splotch of black and a little crescent moon in each. She also were sparkling shoes and had a large necklace that also had a white crescent moon in its center. And as usual, she wore he little black crown.

She was indeed royalty. From what the cyborg had heard of the two princesses...Luna was the more severe of them, when she'd first reemerged to the pony public it had been on a holiday know as Nightmare Night. After a thousand years of exile, Luna's socialization skills were still, even now...developing.

The two stood before each other, blue eyes meeting glowing reptilian yellow eyes. In the background Twilight shuffled a hoof uncomfortably at the tense silence.

“So...you are the one my sister and I sensed.” Luna stated formally, never breaking eye contact with the unblinking warlord.

“I was unaware that I was sensed,” the general replied back. Rather uninterested.

“Princess?” Twilight asked quietly in hopes Luna would elaborate.

“This morning, while my sister was raising the sun...we both felt what I could only describe as a shift. A drastic one, as though our world had been altered,” she blinked once, “and it was.”

Grievous didn't care in the slightest about how the ponies world had been so “altered” as the princess had said, his only real concern was one thing.

“Well if my presence in your world is so unnatural then why don't you send me back?”

“That would require a massive amount of magic-”

“You and your sister raise the sun and the moon!” Grievous hissed back venomously, “sending me back to my true domain shouldn't be that hard!”

Silence...it was even more intense than the last one. While both Grievous and Luna stood motionless, they glared at each other dangerously. Luna did not like the cyborg not just because of his openly abrasive behavior but it was the fact that somepony had brought him into their world. And for what reason she did not know and apparently neither did Grievous.

“Um, Luna, why not just use the Elements of Harmony to send him back?”

Luna sighed.

“I wish it were that simple Twilight Sparkle, but in order for the Elements to do that it will require something much more complex than...,” she...rather unsure of how to proceed.

“Well?” Grievous growled darkly.

“In order for something as powerful as that to work it requires friendship on both sides. Twilight, you and your friends will have to befriend-” she glanced at the paper, “General...Grievous.” She said his name hesitantly.

“WHAT?!” Both Grievous and Twilight yelled so loud it even made Luna who was still famous for the use of The Royal Canterlot voice cringe.

“Yes.”

“You mean I,” Grievous snarled contemptuously, “will have to befriend a group of ponies!?” The implication was preposterous! Conquer of worlds and slayer of Jedi...friends...with PONIES!?

“Even the pink one,” of the six, he detested her the most.

“Yes, even Pinkie Pie,” Luna said with a suppressed smile. She turned and majestically strode out the door.

“Good luck to you all.”  

Frustrated

The sun arose much to quickly in Grievous' opinion. But it was just his foul temper that was making everything seem dreadful. Overnight, Twilight Sparkle had been creating a whole list of ways for him to meet her friends. Grievous could not read the Equestrian language despite the fact he could speak it, which Twilight found strange but told him the activities she'd helped plan for him regardless. Six times this morning he had very seriously considered killing her and the rest of friends and taking the Elements of Harmony.

With an exasperated growl he headed off to Sweet Apple Acres, which was Applejack's place of work and residence along with her family. To his understanding there were three others, Applejack's older brother Big Macintosh, her little sister Applebloom, and their grandmother...Granny Smith.

To Grievous, it was just three more potential victims of a brutal butchering. Grievous approached the farm steadily, it was a very different sight, an archway, still to short for Grievous so he just casually lept over it. The archway itself was covered in vines and even had fresh, red apples growing from them. A large barn like house loomed ahead of him, there was a corn field and a well. And then, of course, dozens of apple trees, all with juicy and ready apples.

“Howdy Grievous!”

His eye twitched as the distinct accent of an enthusiastic Applejack reached his audio receptors making him reach his right hand into his cape and...turned around without a weapon. Which needless to say had been incredibly difficult.

“Twilight told me you were comin' over this fine morning,” she smiled happily and jerked her head to the left indicating the trees.

“Ever apple bucked?”

“No,” Grievous said with disdain, which seemed to fall on deaf ears for Applejack.

“Ah its real easy mister!” A smaller voice said and dashed from between his metal legs. A small creature with a red mane and tail, yellow in color with a big red bow in her mane.

“Applebloom's right, c'mon I'll show ya,” they approached one of the trees, a smaller one with only about a dozen or so apples. The general reached into his cape and pulled out a single lightsaber. The sound of the blue blade igniting made Applejack jump slightly, he twirled the blade backwards with his fingers and advanced towards the tree preparing to strike.

“Whoah hold up there partner!” Applejack interrupted, “applebuckin' ain't choppin' down trees!”

Grievous slowly deactivated and returned the weapon to his cape with an annoyed glower.

“The sooner I'm done here he soon I leave,” he muttered bitterly.

'You are lucky I haven't killed you both yet.'

- - - -

The cave was dimly lit, and it was only lit by the series of lanterns they had strung up, the cave was a massive enough to a point where none of them could even see the ceiling as it was obscured by darkness. The giant cage in the middle rattled as its prisoner roared again. The roar echoing throughout the eerily lit cave.

“Are you sure this can kill him my Lord?” A raspy voice asked, cringing as yet again the beast rattled it's cage in pure fury.

“Of course it can, this is perhaps the best...anonymous way to dispose the so called 'warrior' she brought because she was too weak to kill me,” a male voice said.

“Now release it!”

The immense door swung open and the beast was free.

- - - -

“So where are ya from mister?” Applebloom asked enthusiastically. General Grievous silently growled and swung a fist that when it connected with the tree...it shook violently and every apple shook loose. Bouncing and rolling along the soft ground.

“Wow yer a natural!” Applebloom watched in amazement as Grievous removed his clenched fist away from the tree, “why not do this fer a livin' insteada bein' a general?”

“I'm done here for the day,” Grievous interjected and stepped over Applebloom who's eyes followed him with awe.

“Well...you gone and done half my day's work, Twilight said you're supposed to be headin' on over to Rarity's next.”

Grievous shook his head and snarled darkly, smashing his right fist into the nearest tree.

“Hey now don't do all my work!” Applejack laughed seemingly unaware or just ignoring Grievous' rage and irritation.

- - - -

Rarity's boutique was vastly different from Sweet Apple Acres, and the most feminine place the cyborg had ever set foot into. Mostly a light purple-pink color with pony mannequins, shelves, pins and ribbons and lace...he wanted to destroy everything in it. And then there was the yowling white ball of...Grievous couldn't tell if the animal was just fluffy or fat. Probably a little bit of both. It was snarling and hissing at him furiously.

“Opal dear, let's not be rude to our guest!” Rarity said scolding like the animal was her foal. Her purple mane was somewhat disheveled from working and she was wearing her little red glasses.

“You'll have to forgive my appearance dear I spent all morning working on designs for the Grand Galloping Gala.”

“Grand Galloping Gala?”

“Only the most prestigious party in all of Equestria!” She said in a dreamy voice but then quickly frowned.

“I certainly hope it'll be better than last years,” she remember that ass of a prince, Blueblood. Rarity shook her head to clear her mind.

“Anyway, I was hoping to get in some designs for a new series of capes, since yours is perhaps the most stylish cape I have seen in awhile,” she praised. He simply shifted his cape so she got a brief glimpse of the weapons inside of his so called “stylish” cape. He was satisfied when he saw Rarity quickly look away from the weapons. She had obviously remembered what the cape was for.

But before anything else could be done, an eruption of loud roars and frightened shrieks sounded from outside.








- - - -

Yes, I can promise there will be a fight in the next chapter.

The General and the Dragon

Ponyville was in a state of complete panic. Screaming, pleas for help, and the culprit behind the chaos...a dragon. Jet black in coloration, with a deep red chest and belly and powerful leathery wings, four horns along his skull, he roared again. The red serpentine tongue glistening with saliva as a huge fist tore away half of a random pony's residence.

“What's a dragon doing all the way out here in Ponyville?” Twilight Sparkle asked herself, wincing when the huge tail smacked into a building, chunks and debris flew in all directions as the rampaging beast's icy blue eyes scanned the town purposefully.

“WHERE IS HE?” The dragon demanded in a cold and booming voice, a warm jet of fire blasting forth from his maw. “WHERE IS THE ONE MY MASTER SENT ME KILL?” Another blast of fire.

'He can't possibly be talking about...Grievous!' Twilight dashed off towards Rarity's boutique, her mane whipping back as she weaved her way past other terrified ponies.

“What in the name of Celestia is he doing?”

“You're going the wrong way!”

Various shouts from other ponies as they bisected off into at least two groups as the unmistakeable figure of General Grievous made his way through. The Kaleesh warlord raised his right hand and flicked his cape along the shoulder, revealing the magnetic seal that kept it in place, slowly folding his arms over his metal abdomen and into his cape. He shook his shoulders once and the cape piled onto the ground.

“Grievous where are you going?” Twilight gasped in both awe and fear at his actions. Wordlessly he ignited two lightsabers, blue and green. Without flinching he marched through the fire which for a seconds, along with his lightsabers, illuminated his flat face. It was the rusty red flesh and his glowing yellow eyes and bone colored armor that made him look like a demon warrior sent from Tartarus itself.

The dragon dropped down on all fours causing a light rumble to shake the town. Both stared each other down, the lightsabers humming by the general's sides endlessly. The dragon snorted out thick black smoke.

“You're the one my master sent me here to kill?”

“Who is your master? Did he bring me here?”

The dragon rose up on two legs yet again and pointed a jagged claw at him.

“Your reputation proceeds even here General Grievous, warlord and savior of Kalee. Turned into the ultimate lightsaber duelist, now half organism and half machine. With a vendetta against the Jedi themselves...slaying dozens from master to padawan!”

Grievous raised a brow slightly.

“At least someone in this wretched world knows who am I,” he said with distinct pride. He was well aware of the fact that the ponies were listening to every word being said.

“I will you show you no mercy, cyborg.”

“IT IS YOU WHO WILL GET NO MERCY!” General Grievous whirled his lightsabers around, holding his left up and hold his right  up over his head, the blade lightly crossing over but not touching the other.

The dragon bellowed tensing his mighty fingers and Grievous charged. His lightsabers rotated once.

BOOM!

Grievous simply sprang over the powerful arm taking advantage of the fact that the dragon would be unable to move his other arm  to counter in time. With fast swipes Grievous sent his weapons cleaving into the dragon's shins, burning through the thick armor like scales with vicious ease. The dragon through back his head and emitted a savage roar of pain but also of surprise. Quickly he raised a foot and attempted to crush Grievous.

Each foot impact thundered throughout the fearful town but the beast's attacks were futile. General Grievous simply flipped away, landing elegantly on his talon-ed feet. The dragon's face contorted hatefully and a blazing inferno shot from his mouth. Grievous silently lept up and away from the intense fire.

The dragon's eyes widened when he saw no remains among the slowly dying flames. Gasping he quickly brought his tail down onto a rooftop but again the warlord jumped over it, but then the dragon lashed out with an arm hoping to knock him away but he hadn't counted on Grievous simply using his feet to grab onto his arm. Rushing up the muscular scaled armed and keeping his lightsabers pointed behind him.

The dragon brought a palm smacking hard against his arm like Grievous was bug...but again the general's agility paid off. Grievous flipped to the left, putting just enough power into the jump to meet the dragon at eye level. While upside down Grievous swung out with both lightsabers, forming a searing “X” along the top of the dragon's snout. The beast cried out again and clasped both hands over his injury.

But he wasn't done yet. Utilizing his tail he sent it sailing down, sending bits of ground everywhere and actually sent Grievous into the air but he quickly recovered by rolling when his shoulder came in contact with the ground. Crouched in a low position Grievous evaded a claw swipe and even managed to take off two fingertips with a casual downward swing.

The dragon shrieked in desperation and swung with his tail, his shriek became worse when Grievous ducked and lashed up with a lightsaber and took his tail tip off. Furiously, the dragon clenched his uninjured hand and swung.

Grievous flew through the air at rapid speed and crashing through the wall of a particularly tall building. Concrete rained down down on the general who had crushed a table . The dragon's massive body blotted out the sunlight as he began tearing at the roof. Grievous stood and plunged both blades in the ground, rotating his upper around repeatedly until he cut a clean hole through the floor immediately. The dragon chuckled  threateningly when he peered in only to find a hole in the floor of the once neat house.

Looking down in time to see Grievous fly through the glass foot first he spun each lightsaber so it face downward and plunged them right into the dragon's red gut. He screamed so loud a few windows broke and he finally fell back onto another building.

BAM!

A cloud of dust flew out in all directions and the whole town shook from the impact.

The ponies began to cautiously venture out put were ushered back into the shadows by Mayor Mare.

Grievous stood on the dragon's heaving chest, each blade pointed at his face.

“Your master, did he bring me here?” General Grievous snarled so only they could hear.

“No...ugh,” the dragon groaned in agony.

“Then who did? Does he know?”

“Yes...”

- - - -

“What're they saying?” Rainbow Dash asked impatiently, peering over Big Macintosh, trying to get a view

“Can you here 'em?”

“Eenope.”

“Figures.”

The blades plunged deep into the dragon's skull finishing him off.

- - - -

Grievous was yet again greeted by a swarm of grateful ponies all chanting his name, lavishing him with thank yous and many unwanted attempts at hugging. Determinedly he made his way back over to his cape and quickly put back on and returned his deactivated lightsabers within its folds. Straightening it he turned and began making his way through the crowd once again.

“Oh Grievous you were so brave!” Pinkie Pie almost seemed to spontaneously hug him. Annoyed he clasped a hard metal hand over her mouth and shoved her off.

“Hey were ya goin'?” She bounced after him followed by the other five.

“The Everfree Forest,” Grievous snapped back, stepping over a bit of rubble. Fluttershy, who had already been trailing behind stopped walking entirely.

“W-why would you want to go there?”

“None of your business.”

“Hey you just saved all of us,” Rainbow Dash zipped ahead and stopped in front of him causing him to jerk back so she wasn't so close to him, “least we could do is help you...for once.”

Grievous growled and stepped past her.

“Fine. But don't get in my way.”

Fluttershy just whimpered before being coaxed on with a gentle nudge by a very impatient Rainbow Dash.  

Queen Chrysalis

The Everfree Forest was perhaps one of the most frightening of all places in Equestria...for reasons Grievous didn't really understand himself. Such as animals taking care of themselves and plants growing on their own, the vicious predators that lived in there that he understood. While it was by no means threatening to Grievous he admitted it was a darker looking place compared to the happy place that was Ponyville. It had an eerie atmosphere, low hanging branches and hair like leaves hanging from them, glistening from recent rain. Bushes and ferns with strange flowers sprouted up everywhere and a full and yellow moon was steadily rising.

But none of this affected Pinkie Pie's cheerful and bouncy attitude, literally bouncing after Grievous with a happy little smile. Fluttershy was the exact opposite, she was terrified of the Everfree Forest and had almost hid within the general's cape but she knew he would pay no heed to her feelings and leave her behind.

“Are you sure you know where we're going?” Rainbow Dash asked in an annoyed manner, loftily hovering up beside Grievous' left shoulder.

“No.”

“Do ya even know who we're lookin' for?” Applejack asked from the back of the group.

“I assume whoever brought me here will know I am in this place,” his yellow eyes looked around coldly at his surroundings. Pinkie Pie continued bouncing as if oblivious to everything. Finally Grievous sighed.

“Must you keep doing that?” He glowered down at the poofy maned pink pony. She opened her large blue eyes and answered:

“I always try to have a smile on my face I just loving smiling its one of my favorite things in the whole wide world!”

'I had to ask didn't I?' General Grievous almost facepalmed knowing she was about to go into a ramble.

“You should try smiling more-oh wait can you even smile...well how about skipping its almost just as good. Oooo or how about singing!”

The general had stopped walking now, right in front of a few dark green bushes .

“Hey everypony let's sing a-”

One of Grievous' huge metal feet lashed out and grabbed a hold of her face, firmly clamping her mouth shut and his head swiveled around to face her.

“No! Keep quiet we may be finding whoever it is I'm looking for soon,” he released her slowly and she only shrugged.

“Okay, sorry!” She scrunched her eyes shut and flashed him a gigantic smile. Shaking his head he turned but heard a startled squeak and saw Fluttershy cower away from him when his foot brushed against her. She was shaking from anxiety.

“You ponies are getting in my way! Either go back to Ponyville or stay quiet and do as I tell you,” he growled furiously as his patience was finally beginning to wither away.

“O-okay,” Fluttershy mumbled from behind her pink mane, peering up at him with one blue eye.

Growling to himself he tore his way through the bushes angrily, revealing a path, it was set straight ahead with absolutely no detours, trees lining along the way and rows of dark green flowers beneath the low hanging branches and their hair like leaves. Fearlessly he progressed onward while his companions rather hesitantly lagged behind, Rarity trying desperately to get the leaves out of her carefully styled mane. A cool breeze rustled the branches and bushes and blew the general's cape against him for a bit. But despite that...he heard something!

He held up a clenched fist in full view only to jerk forward somewhat when he felt one of the ponies bump into him. Glaring down at a confused Twilight Sparkle he snapped:

“That means 'Stop'!”

“Oh...sorry,” Twilight shrugged sheepishly.

“What's the hold up?” Applejack began looking around while Fluttershy looked back at the torn up bushes and cowered slightly.

“I heard something,” the antenna on the sides of his head shifted...there it was again! A buzzing sound.  

“I don't hear anything dear,” Rarity cocked her head to the left to help elevate her right hear and quickly shook her head.

Grievous slowly turned away and resumed walking, briefly running a hand over one of the lightsabers he had magnetically attached to his hip. He had barely even been walking for thirty seconds when Twilight piped up nervously.

“Uh...Grievous-”

“Be quiet,” he snapped back harshly.

“No Grievous we're stuck!” Rainbow Dash yelled. At that Grievous turned to face them to find they were indeed stuck to the ground. A green slime had stuck their hooves to the once grassy surface and had effectively immobilized them. Rainbow Dash flapped her blue wings rapidly in an attempt to peel herself off only to be firmly pulled back down! The bushes rustled and a shriek emitted from them as something alive and angry flew out at Grievous!

The general quickly punched it squarely in the face and sent his would be assailant into a tree. More shrieks and a collective buzzing sound filled the clearing, two green lightsabers ignited as more dark blurs rocketed towards the cyborg. With a casual swing he caused them to fly away to avoid getting cut in half, a side kick sent another smashing hard into a tree.

Green lasers of magically shot at him, Grievous' arms became blurs as he batted each and everyone of them away, the energy beams left little burning holes in them, little trails of smoke floating up. More screeching sounded from his the sides and he quickly raised his arms and rotated his hands. His lightsabers electronically humming through the air as green blurs adding a menacing glow to Grievous.

“Enough!” A low but distinctly feminine voice rang out authoritatively ending the attack as soon as it had began. General Grievous stopped rotating his lightsabers but didn't even consider deactivating them. It was then he got a good look at the attackers, they resembled ponies psychically but that was the only resemblance. They were  black in coloration with pupil-less blue-green eyes that glowed in the darkness. Jagged horns and insect like wings that were obviously responsible for the buzzing he'd heard before the attack. Wicked fangs jutted from their upper lip and they also had smaller ones on their bottom jaw. And they had holes that went straight through their legs.

“I thought I taught all of you  better manners than that! Attacking our guests!” The bushes rustled as who was obviously their leader revealed herself. Her mane was vastly different than the other creature Grievous had seen thus far. Blue, with holes through it here and there, her tail looked as though it had been shredded by something, her horn was huge and jagged and her legs also had holes going straight through them, a green carapace covered most of her back with rib like structures adorning her sides, her wings also looked shredded. Four fangs, the top two protruding prominently from her snout. Luminous green eyes and green eyelids with long eyelashes. She was also taller than any of the creatures or ponies. Her horn at least came up to the general's chest when he stood at full height, like he was now. And she had a little crown on her head.

“You'll have to forgive my Changelings,” her voice was layered, almost echoing in sound, “they are very protective of me.” Two larger Changelings accompanied her, bulkier in appearance and greater in size.

“You!?” Rainbow Dash's jaw dropped as they all recognized the Changeling Queen.

“Oh, its you six,” her green eyes narrowed dangerously, a few Changelings also hissed in angry recognition.

“You know each other?” Grievous asked, a little surprised.

“She tried conquering Canterlot a few months ago, she impersonated Princess Cadence and tricked my brother,” Twilight Sparkle glowered vindictively at the queen. “ She would've won too had it not been for Shining Armor and Princess Cadence restoring the protection spell.”

“Oh come on now Twilight, can't we let bygones be bygones?” Chrysalis rolled her eyes as she observed their seemingly never ever glares. “I guess not.”

General Grievous deactivate his lightsabers and reattached them to his hips causing her two Changeling bodyguards to ease up, not much, but slightly. The Changeling Queen now fully focused her attention on Grievous now, there eyes sizing each other up.

“Now who might you be hm?”

“I am General Grievous, but I think I'm the one who should be asking the questions...,” he waited for the queen to state her name.

“I am Queen Chrysalis of the Changelings, and before we proceed, yes, it was I who brought you to Equestria.”






- - - -

I apologize to all those following this story for the long wait. When I began writing this story it was Thanksgiving Break but now I'm back in school for at least three more weeks so expect updates to be a weekend thing.

And its finally December 1st!

Explanations, new foes, and a new mission

General Grievous' eyes narrowed to mere golden slits at Chrysalis' revelation.

“You brought me to this world?” He growled with barely repressed hostility. One finger on his left hand twitched as he considered drawing a lightsaber and killing each and every last one of them.

“I must say I wasn't expecting something as powerful as you though,” she looked over the furious warlord approvingly.

'He's perfect for the mission!' She though excitedly. But before she could even continue, Grievous spontaneously charged at her. Naturally her large bodyguards sprang into action and the other Changelings hissed angrily at the suddenly violent cyborg. Effortlessly Grievous split-kicked the bodyguards aside and seized Chrysalis by the throat and lifted her up. Her back hooves dangling helplessly while her two front hooves clumsily pried at his metal arm. His right hand grasped a lightsaber and ignited it, the green illuminating the Changeling Queen's face.

“You have ten seconds to send me back!” General Grievous bellowed in her face, a few birds shot up from their hiding places and flew away from the noise.

“I-I,” she gasped for air as her eyes began to water, “I can't!” She winced when the glowing blade hummed its way closer to her face.

“You don't get a choice in the matter,” he snarled back. Chrysalis continued gasping in pain and fear.

“Please...just hear me-ah!” She hissed painfully. “Just hear me out."

The general looked spitefully into her green eyes for a brief moment and callously dropped her onto the grassy forest floor. Chrysalis fell hard on her side, immediately gulping in precious air and coughing harshly, one hoof on her chest and instantly four Changelings rushed over to their beloved queen. The lightsaber deactivated and was placed back at Grievous side, he stepped back to give them distance. Chrysalis ceased her coughing fit and glared at the Kaleesh warlord before regaining her composure and stood. It didn't escape her notice that Rainbow Dash smirked smugly at her.

“I'm listening,” Grievous stated coldly. Feeling triumphant that he had intimidated even the queen.

“My Changelings and I feed off love,” Chrysalis began in somewhat hoarse voice, she almost checked her throat for any bruises...but she knew they'd be their soon enough.

“Without love to feed on we starve, so in my most daring invasion I impersonated Princess Cadence, niece to Celestia herself in a successful attempt to get my forces inside Canterlot...what I hadn't counted on was being sent out-,” her narration was interrupted by a snickering Rainbow Dash. Glaring over at the Pegasus, she shot a bit of green slime from her jagged horn that whizzed past the unflinching Grievous and stuck over Rainbow Dash's mouth effectively sealing it shut.

“Why don't you let the adults talk deary?” She taunted with a smug grin of her own. Rainbow Dash let out a series of muffled insults and struggled furiously to free herself, but soon became silent and remained still with a bitter glare.

“Anyway, after being rudely sent out of Canterlot we retreated back to my kingdom. But over the following weeks some of my subjects had begun to lose faith in me...and a former suitor of mine who had always desired the throne for himself saw an opportunity,” Chrysalis felt a bit uncomfortable at revealing such a humiliating story to the six ponies she hated the most out of the entire world and a very hostile stranger.

“He amassed a rebellion against me, and soon challenged me for the throne, but because I'd lost so much of my power,” Chrysalis sent another livid glare at the six trapped ponies before shifting her eyes back to the stoic general.

“We dueled, and again I, and those loyal to me were sent out, but while our magical beams fought it created a dimensional rift...I focused on a warrior. Someone powerful and great...two weeks later you showed up.”

A severe silence had come over them all. The atmosphere of the forest seemed to grow thick until Grievous finally spoke with unconcealed contempt.

“You brought me here to be your errand boy?”

“Weapon to help me regain my throne,” Chrysalis corrected quickly, taking a step back while the Changelings around her quietly hissed in case Grievous decided to get physically violent again.

“I have responsibilities of my own! A war to win and Jedi to kill! I in no way care about what happens to you or your precious Changelings, nor do I care about Equestria...now send me back!” The last four words were hissed out venomously.

“I can't-”

“You brought me here!”

“Only the Elements Of Harmony can do something like that! Unless of course I absorb a massive amount of love...but something like that could kill me! I was lucky I didn't die the first time!” She paused, silently seething about Grievous' remarks.

“Its only a matter of time before he sends another one of his minions to kill you.”

General Grievous digested the information steadily, and as much as he hated the choice he was about to make...he knew it would be the only way for him to return to where he rightfully belonged.

“Very well. I will assist you all,” he shifted his gaze to the still trapped six. “But don't expect me to think of this as one big joyful adventure.”


- - - -

The cave itself was dimly lit. Illuminated by torches and candles that alined the vast and rocky walls. The throne room that had once belonged to Queen Chrysalis now belonged to her usurper, the now self proclaimed King of the Changelings...Craw. The new king himself sat on his new and improved throne, jet black with spikes adorning its top, a plush red cushion for a seat. Blood red flags on wooden poles jutted out from the walls, their sides carefully lined with lime green lace. They remained perfectly still as there was no breeze of any sort in he cave.

Craw himself, like most male Changelings was without a mane, had holes through his legs and wickedly sharp fangs. His eyes were a fiery red with strange, black slitted pupils. His tail was short and he too had a large and jagged horn. Although his was even more gnarled and twisted like that of a deformed tree and seemed to spiral out of head.

The king prodded the device that lay in front of him on his cushion. It was small and yet it was causing him much frustration.

“How does this damn thing work!?” His voice, unlike Chrysalis was not layered nor did it have that exotic echo. It was rather emotionless despite his frustration. Craw sighed once before looking at a hoof and remembered how those two had used it...

A brief red glow enclosed the hoof and it magically shape shifted to a fingered hand. Snatching the device up triumphantly, he squeezed its sides once.

It beeped.

'Perfect.'

A blue hologram appeared, standing on the surface of the device. The figure was clean shaven but had rather long hair, dressed in thick robes and had a reserved look to him.

“King Craw,” he bowed for a few seconds before resuming his fully upright posture.

“Renn, update.”

“Everything is going just as you planned, your Changelings are feasting well and we have disposed of anyone who dares stand against us.”

“You know that they will be coming soon enough, and what I expect of you both,” Craw's red eyes stared unblinkingly at the little blue hologram.

“Perfectly sire, kill the six and-”

“General Grievous,” Craw finished venomously.

“I warn you sire...General Grievous will not be an easy target. He is a master saber duelist and strategist...he kills Jedi for sport and he will show us no mercy when we fight him.”

“I never said it would be easy Renn, but with my improved Changelings and two Force users like yourselves, you should be able to kill him easily.”

- - - -

  It was night in Ponyville, but the library was still well lit and every being in it was still very much awake.

“So let me get this straight...,” Spike began, taking a deep breath, rubbing his temples. “You made a deal with Queen Chrysalis!”

“Hey its not like WE had any say in what happened!” Rainbow Dash glowered at Grievous, who briefly acknowledged the angry Pegasus.

“Whoever usurped Chrysalis will attack your homeland, and I want to leave this world, and if I fight to do it then fine,” at the cyborg's words Rainbow Dash flew up close to his face and glared furiously at him. Grievous suppressed a laugh, he was not in the least bit intimidated by her.

“Let's not fight everypony,” Twilight's horn glowed purple and pulled Rainbow Dash away magically, “Princess Celestia will be here soon and-”

A few solid knocks sounded at the door.

“Oh um-uh come in!” Twilight nervously looked at Grievous and the now calm rainbow maned Pegasus landed quietly on the wooden floor as the door slowly opened to reveal the majestic Princess Celestia. Even General Grievous was a little stunned.

Her appearance was almost other worldly...a flowing multicolored mane and tail that like her younger sister never seemed to stop flowing. Golden hoof covers and big golden necklace with a jewel in its center. A long horn that reached the general's vocabulator when hunched over, kind purple eyes with long eyelashes and a gleaming gold crown.

Every one of the ponies including Spike bowed humbly at the princess' presence. Grievous did not bow, not as a sign of hostility but Celestia was by no means his ruler, but he did acknowledge her with a quick nod when her eyes looked him over.

'I've been alive for more than a thousand years yet I have never seen anything like him before!' Celestia acted quickly.

“Good evening my little ponies,” she smiled down at them warmly, giving them their signal to rise.

“And you must be General Grievous...,” she wasn't completely sure of how to proceed but lucky for her Grievous spoke next.

“You must be here for an important reason princess,” the Kaleesh warlord nodded to her. They all understood now was not the time for standard formalities.

“I wish that this could be just a social visit but I'm afraid that the situation has been more dire than you would think.”

“What do you mean princess?” Twilight piped up cautiously, while she had explained what they had learned in a letter she hadn't expected Celestia to be this worried already.

The princess of the sun's wings briefly splayed out before folding up against her sides.

“Appleloosa is under attack.”

Applejack gasped, fear in her eyes as thought of the farmers and her cousin; Braeburn.

“W-what kinda attacks?”

“Many ponies have been found severely drained nearly to death, and many of its authorities have been found...,” Celestia hated the word she was about to use next, “murdered.”

All the ponies, including Spike gasped in fear and disgust.

“The weapons were used by unknown assailants like we've never seen. They apparently use these swords of burning light.”

“Lighsabers,” Grievous said from the back of the room darkly. “That means you have treacherous Jedi scum in your world!” Grievous' fists clenched furiously at the mere thought of Jedi. The injustices they and the Republic had inflicted upon him and his people.

“Regardless of who they are, they must be stopped,” Celestia looked down at the smaller ponies, “Twilight, I want you and you're friends to assist with the evacuation of Appleloosa, the train tracks in Appleloosa have been rerouted and will take you all to Canterlot once the evacuation is complete.”

Twilight nodded determinedly.

“We'll do whatever it takes Princess Celestia.”

“I will oversee the repairs of Ponyville, the train will take you all there first thing in the morning,” she looked up to Grievous who had regained his composure. She silently hoped he would go but she would not force him.

“If there are Jedi...count me in.”

Celestia nearly sighed with relief, knowing it would be seven and not six who would hopefully save Appleloosa.  

Getting better acquainted

The train that would take them to Appleloosa was just as ridiculous looking to Grievous as almost everything else was in Ponyville. The town was still a wreck, debris and trash lay everywhere but reconstruction had already begun. And at some point the dead dragon had been removed, probably by Princess Celestia herself. The train essentially resembled candy with icing coating it. Some even had rooftops that resembled cotton candy! Grievous was once again thankful that none of his subordinates or superiors could see him now.

He actually would rather walk to Appleloosa rather than being seen in something so embarrassing. He had naturally awoken bright and early, quickly woke up Twilight Sparkle who had wisely packed before bed. Pinkie had somehow packed in seconds...Grievous had never met anyone that seemed to defy the laws of physics and reality itself as she did, even to him it was befuddling. Applejack and Rainbow Dash were ready when they arrived. All who was left was Rarity. Who had only taken five extra minutes to pack yet to Grievous it felt like hours.

“Oh thank you so much Spike for carrying my bags for me,” the indigo maned unicorn thanked the baby dragon, who's arms were quivering like noodles at the weight of the two gigantic suitcases. “Sorry I'm late everypony!”

“All aboard!” The train conductor hollered over the noise of construction. The train blew a warning whistle. Grievous wasted no time, he snatched up Rarity and grabbed both of the suitcases with his other hand. Rarity emitted a high pitched yelp of surprise while she waved good bye to the practically drooling dragon. The door shut behind Grievous.

Dropping Rarity and her luggage he glowered.

“Took you long enough,” he stepped over her and into the first class car, where the others were. Grievous was relieved when he discovered the train was large enough to accommodate him so he didn't have to worry about bumping into anything. And to his surprise the train's inside was nothing like it looked on the outside. Dark green cushioned seats and perfectly clean windows. Each pony was attending to their own activity, Twilight was reading, Fluttershy was admiring the outside, Rainbow Dash and Applejack were busy discussing Equestrian athletics and Pinkie Pie wasn't doing anything.

“HEY Grievous!” Pinkie stood on her back legs and waved a hoof, “come sit next to me.”

“No,” the cyborg swished his cape to the side so as not to sit on it and sat down in the empty seat to his right.

“Oh you wanna sit over there? Okay!” There was a slight “whoosing” sound as Pinkie in the blink of eye zipped her way over the seats and to reappear at Grievous' side. The warlord folded his string mechanical arms over his chest plates and growled quietly in irritation.

'She certainly doesn't know how to take a hint!' He stood up again and made his way over to Twilight only to hear Pinkie zoom her way over to the place he intended to sit.

“Why do you have bird feet?”

His right eye twitched. General Grievous quickly made his way over to Fluttershy and sat next to her. He quickly lashed out and grabbed Pinkie Pie who had been racing after him again, the metal talons of his right foot easily grabbed her like a hand would've.

“So I can do that,” he pushed her away, she sat down and clapped her hooves together and giggled happily.

“That is so cool!” She stood up and hopped over to her seat.

Grievous allowed his shoulders to slump and for himself to sigh in exasperation before he resumed his stoic posture. Out of the corner of his eye he noticed Fluttershy glancing at him were her big blue eyes from behind her pink mane. The general fully shifted his attention to her and as expected Fluttershy squeaked and looked away. Grievous huffed once and turned his head the front, he could see over the rows of seats perfectly. A light tapping caught his attention and he looked down to see Fluttershy tap on his metal leg, quickly withdrawing her hoof for fear of angering him.

“Um...could I ask you a question,” her tiny voice was barely audible, “I mean if that's okay with you...”

“Fine.”

“Why is your flank um...you know...blank?”

“Why is my flank blank?” General Grievous wasn't sure what to make of such a seemingly absurd question.

“Yeah,” Rainbow Dash flew up beside him and hovered in place with her blue wings, “how come you don't have a Cutie Mark?”

Grievous blinked once not sure if he had the term correctly.

“A Cutie what?”

“A Cutie Mark, the marks all ponies have,” she indicated hers, a rainbow lighting bolt with a white puffy cloud at the end.

“It shows each pony's special and unique talent. Mine is flying fast,” the rainbow maned pony puffed out her chest for a few seconds, “Twilight is great at magic, Fluttershy's good with animals, Applejack does...apple stuff and Rarity is a fashion designer.”

Grievous took this new knowledge in quickly before replying.

“Where I come from we don't have Cutie Marks,” he almost facepalmed at the fact he actually just said “Cutie Mark.”

“Really?” Rarity piped up, a hoof on her chest, “then how do you know what your special talent is?”

“Not everyone has a special talent nor would anyone need a mark to show their talent.”

“Well...what is your talent then?” Rarity asked hesitantly. Grievous pulled out a lightsaber, he didn't activate it but it did all the explaining for him.

“So um...are you a...what were they called again?”

Grievous almost pulled the lightsaber back out in his now seething rage.

“No. I am NOT a filthy, cowardly Jedi!” Everypony cringed at his rage.

“But if you hate 'em so much then why do you have one their weapons?” Applejack asked curiously.

“It is an accomplishment for me, a non-Force sensitive being to kill even just one Jedi.”

“The Force?” Fluttershy asked in a timid but equally interested.

“The Force is what the Jedi call their ultimate source of power...,” he decided to simplify it so the ponies would grasp its concept quicker, “its similar to magic.”

Silence came over them all for about a minute so, only the rumble of the train could be heard. Until Pinkie, who for once had a rather sad expression of her face asked the question that all her friends were thinking.

“Why do you hate them so much?”

“That is none of your concern,” Grievous replied icily, folding his arms over his metal chest, he was willing to tell them what Jedi were but he wasn't going to tell them the injustice they had inflicted upon him and his people...and how it had led to the death of...

He shook his head. There was no time to think of her or why he was the way he was. All he had to focus right now was getting back to where he belonged. Grievous could feel their sad and sympathetic eyes on him and he despised it. The Kaleesh warlord turned his head to ignore them by looking out the window only to see Fluttershy looking sadly up at him. Unlike the other five her stare wasn't full of what he deemed to be disgusting pity...what was it? Understanding? Sadness? Probably both.

Slowly, General Grievous stood up and left, shutting the door behind him. The ponies winced at the loud “thunk.”

- - - -

It was late afternoon when Fluttershy finally worked up the courage to talk to Grievous. Who still hadn't returned. Slowly she opened the door and peeked in, the orange rays of sunlight were mostly blotted out by the shades Grievous had brought down at some point.

Even in the darkened train car she could see he had stood, at the very back. His golden eyes seemed to pierce through her but she didn't back down.

“Grievous...?”

“What do you want Fluttershy?”

“I was um-just wondering if you were okay.”

“I'm fine.”

“Okay,” she briefly shifted her face so it was concealed behind her mane. Fluttershy left without another word.

Grievous slowly walked over to the door, sighed, and reentered the occupied train car occupied by the six once again happy ponies.






- - - -

Here's a reward for all those who have reviewed, favorited, liked, and followed the progress of this story.

Youtube Video

Appleloosa

(Also, in case anyone is curious, I changed Silas's name to Renn, as I discovered from one of my viewers, Silas is an existing character in the expanded universe of “Star Wars.”)

On the outskirts of Appleloosa, the Dark Jedi, Renn waited. He stood upon one of the rocky structures in the town's distance, his dark brown cloak allowing him to almost blend in with the rocks and sand that made up the landscape. His hair was long, going over his neck but not past his shoulders, his eyes were a dark brown and held a rather detached look to them. He was relatively tall but not towering...his cold eyes surveyed the now immense town that was Appleloosa. It was indeed an impressive town to say the least, built in just under a year, and under the decision of its founders and due to the fact many hardworking ponies had been arriving monthly looking for work, they had been adding more and more buildings in just months.

Humble but still colorful little houses ran down the dusty streets, shops were flourishing and a new and improved train station had been built, and the town's most impressive feat...the Town Hall. Where monthly and usually beneficial town meetings were held stood alone, other buildings were further away from the Town Hall so as to give it proper space.

It was easy for Renn to see the train come rumbling into the station, slowly its wheels rolling to a halt, the smoke ceasing to rise.

“Changelings, get ready.”

“We move?” One of the drones asked in a hissing voice that sounded like it needed water and perhaps it did.

“We move.”


- - - -

General Grievous stood stoically at the still unopened train doors, his tall frame blotting out most of the sunlight and shrouding the ponies in darkness. The cyborg turned to face the quizzical ponies when they stopped a few inches behind him.

“Before we proceed I need to make a few things clear,” he growled out quietly, he briefly looked out the windows of the train car to make sure nothing suspicious was outside.

“While we are in this town you will all follow my rules and commands. This is as of the second we arrived is a combat zone. There is a very likely chance you could be injured or killed in these proceedings. Understood?” He had begun pacing back and forth with his hands behind his back, addressing them as he would soldiers. And at the moment, they were.

“Sir yes sir!” Pinkie Pie said in a somewhat quiet voice bringing her right hoof up to her forehead in a salute.

“Good,” the doors slid open ominously, “let's go.”


- - - -

The town was deathly silent...a few tumbleweeds would bounce and roll and the light wind wind would kick up sand and cause store signs to creak or even bang against the wooden frames. Fluttershy would cringed at almost all of these and she was shaking like a leaf but to her credit...she never shrieked or squealed no matter how bad she wanted too.

Rainbow Dash hovered by Grievous' head and whispered.

“Everything's clear up there.”

'Good,' the warlord thought and continued on. His metal, taloned feet made no sound on the sandy ground, only leaving huge footprints and claw marks in their wake. Rarity had been assigned by Grievous to keep watch at the back of the group while Twilight Sparkle and Pinkie Pie to keep watch at the flanks of the group. And he had decided to take something similar to pity on Fluttershy by assigning her the easiest job he could think of. Alerting the group to anything unusual.

The group continued their silent march past a group of shops, all of which had scorch marks, most likely from blasts of magic curtsey of the Changelings. Apple trees had been mercilessly cut down or at least severely mutilated. Most of the structures in the town were surprisingly colorful despite the rather dull looking location, red or blue or even green. Business signs that mostly pertained to apple products were everywhere, a few hat and shoe stores, restaurants, and hotels.

It had been shaping up to be quite a town...until the invaders.

“Where the hay is everypony?” Applejack's voice wavered slightly in her worry and her stomach queasy as her green eyes took in more of the damage done her cousin's beloved town.

“The survivors are probably hiding, Applejack,” he glanced over his shoulder at her, his cape blew in the wind, “did this cousin of yours ever mention some place they could hide in times of trouble?”

“Well...,” the stetson wearing pony rubbed her chin with a hoof for a few seconds as she thought, “Braeburn did mention a Town Hall that had a cellar they could hold up in-”

“I assume that large building is the town hall?”

“Yup, that's gotta be it,” she nodded decisively.

General Grievous quickly marched up to it beckoning with a hand for them to follow. He proceeded up the perfectly crafted and sanded wooded steps of the building, the porch was wide enough for them all and the doors were built tall and wide as well. Fearlessly he opened them.

The meeting place was completely vacant except for a table near the wall. The inside of the Town Hall was impressive, widely built, beautifully painted wall boards, deep almond brown in color. A big red apple painted in the center with a brown seal painted around it. A large skylight in the high ceiling.

“C'mon I think I know where its at, Braeburn gave me a blueprint just in case,” Applejack's hooves resonated loudly on the floor and echoed throughout the room. She slid to a halt and began prodding at the wall.

“Oh come on its gotta be here!”

Click!

A board pushed in and the door slid open to reveal a dark hallway.

“This is just one of two ways down to the cellar,” she grinned, “this here's the shortcut.”

Grievous flicked a finger forward after gesturing to Twilight to go ahead, her horn glowing with bright purple light to illuminate the dark and eerily silent hallway. The glow lit up Grievous and the ponies as they went on. The hallway was wooden as well.

'Highly flammable,' Grievous observed mentally, 'they're lucky they weren't burned out.'

After only a few more steps they found it...an already descending staircase that led down. It was positioned perfectly so they could step on them easily. Twilight was still ahead so as to provide the group with good light. Grievous swished his cape to the side with his right hand as his footsteps echoed on the steps.

“Grievous,” Twilight stopped in front of a simple door , a bronze colored knob plainly out for all to see, “I found it.”

His antenna shifted allowing him to pick up quieter sounds. He heard it, the younger ones whimpering fearfully.

He nodded to Applejack in conformation.

She needed no other persuasion. She knocked on the door.

“Braeburn its me, Applejack,” no response. She repeated the knock. “Braeburn you an the others can come out now. We're here to rescue ya!”

“Likely story,” a hoarse male voice replied from the other side, “don't think we won't kick yer flank Changelin'!”

“Please Braeburn it really is me!”

“Prove it.”

“How?” Her expression was pained.

“What was the last thing Big Macintosh said?”

“'Eeyup.' As always.”

The door opened.

Showdown

General Grievous silently observed the the cellar in which the surviving residents of Appleloosa were hiding in. This was an all too familiar situation for him, the half starved adults and children, wide eyes looking up at him with both fear and gratefulness, the dark and crowded room. It reminded him of his days on Kalee, liberating his people from the monstrous Huk. To him it was darkly ironic that the Changelings were insect like...just as the Huk.

The pony that was obviously Braeburn was rugged now, his hat now had a few tears, his vest was dirty and his mane looked as if it hadn't been washed in days. His eyes widened at the sight of Grievous.

“What in the name of Celestia's mane is that?”

“This is General Grievous and he's our new friend,” Pinkie answered, sliding up to him quickly but still keeping her voice down so as not to scare the colts and fillies.

“How long have you all been here?” Grievous asked, his eyes never blinking. The cramped wooden cellar had a gigantic shelf in the back and a couple dozen barrels, the racks on the shelf were empty and the barrels were either empty or had rotting apples in them.

“About three days I reckon,” Braeburn said sadly. It pained Applejack to see her cousin so...broken and haunted by these experiences, her face showed her determination.

“C'mon eveypony there's a train that'll take us all to Canterlot.”

The survivors perked up at her words and wasted no time in following Grievous up the stairs and to the secret hallway that led out. Out to their freedom. Grievous made it out first, stopping so as to make sure the ponies were keeping up with him and he waited until every one of them was out before turning to face the doors.

A splintering sound resonated throughout the otherwise silent room as the doors spontaneously tore off their hinges and smashed into pieces against the building opposite Town Hall. Eerie hisses and screeches and a insect like buzzing crescendo-ed together as the Changelings gathered outside, their pupil-less eyes boring into them hungrily. The skylight shattered loudly as a cloaked figure descended upon them like a huge bat out of Tarturus, the ponies either screamed or cringed while Grievous hardly reacted, completely unimpressed at the enemies display of so called “power.”

The figure opposite the cyborg stood and tossed off his large robe to reveal a lighter set of ash gray robes, on his left was  gray lightsaber hilt with a thin bit of gold curling around it and stopping just below the place where the deadly blade would emerge in moments.

“Renn...you're the assassin?” Grievous exclaimed, actually surprised by the revelation.

The Dark Jedi smiled in a predatory fashion and held his chin high.

“Yes and I must say its a very rewarding job, thanks to that battle on Mygeeto where I was believed to have perished I realized how pointless the Order had become. Fighting a senseless war...which I hear you are still a part of...you never will stop will you?”

“I will stop when you and the rest of you Jedi scum are dead!” General Grievous snarled back, the ponies all stayed close to the walls, the rage emitting from Grievous was almost more frightening than the Changelings or even Renn.

Renn drew his lightsaber.

BSSSH!

The green blade shot out, glowing, slowly he raised it, pointing it aggressively at the general while keeping it horizontal to the ground and up near his face.

Grievous steadily drew two lightsabers, igniting them simultaneously. The atmosphere seemed to grow deathly silent except for the endless humming of the lethal weapons.

Renn made the first move, running at Grievous, keeping his lightsaber down so he could bring it up as a slash attack.

Grievous crouched low to the ground and his green and blue lightsbers began to rotate. Becoming nothing but glowing blurs, steadily he angled them forward. The tips sliced into the wood creating burning gashes in the wood as sparks launched up, Grievous never flinched when the sparks struck his metal body. As he expected Renn staggered back at the unexpected move. But quickly the assassin regained his composure and ran at him.

Grievous immediately brought both of his blades up to block the attack, the crackling blades echoing in the Town Hall. Grievous swiped with his left quickly knocking his foe's blade aside and stabbed with his right. Renn slid to the left attempting to position himself behind Grievous only to be put on the defense. Grievous brought his lightsabers down mercilessly on Renn's, who had to keep his weapon over his head to block a few downward swings.

Just as quickly, Grievous swiped with his right and keeping his other above his head, bringing it down and spinning once. Renn deflected a blade and lept back, stunned by how fast Grievous was. But regardless he ran forward again, aiming to cut the Kaleesh warlord in half but Grievous flipped over his head. Renn dropped to one knee and blocked both lightsabers, groaning under the strain he aggressively pushed up and swung with one hand, managing to turn himself around to face his larger enemy.

Grievous blocked with his right and swung with his left. Renn ducked in time but again found himself on the defense, deflecting attacks meant for his upper body, the general's swings were blurs and he barely could bring his weapon downward in time to meet the quick stabs meant for his legs. Renn swung up to counterattack forcing Grievous to bring up a single lightsaber to defend himself.

Renn followed up with a few powerful hits, driving Grievous back, grinning he took a swipe at Grievous' mechanical legs...but Grievous already had a counter planned.

He tossed one lightsaber into the air and quickly dropped down on his free hand and was now standing with it. Swinging hard his blue lightsaber at Renn's legs forcing the Dark Jedi to position his lightsaber downwards, the cyborg's foot grabbed a hold of his once air born weapon and spun his whole body around on his hand.

Renn gave a small jump to avoid one lightsaber but had to sloppily parry the green blade that could cut his head off.

Grievous pushed up with his arm and while in midair tossed his lightsaber back into his free hand and swung down with both. Renn flipped back and as soon as his boots hit the ground he ran at Grievous. The warlord parried with his right, keeping Renn distracted before he viciously swung to the left with his other blade, staggering Renn.

The weakening Dark Jedi screamed angrily and swung. Grievous reared back, crouched and spun, sticking his right leg out to trip his enemy.

“Uff!” Renn gasped when he smacked hard onto the ground, winded and now defenseless...he gave the order.

“Changelings attack!”

The Battle Of Appleloosa

The Changelings hissed threateningly and at least a dozen flew at the cyborg eagerly, more than happy to blast him to bits and rip him apart. But they were soon to discover that was to be no simple task.

Easily, General Grievous flipped elegantly over the more aggressive frontrunners and landed directly on one Changeling, a sickening crack made the ponies grimace. Grievous began a furious assault on the drones his lightsabers unmercifully tearing through them like hot butter. He dashed by, decapitating two, whirling around and delivering a neck breaking kick to another, a string of thin saliva splattered on the ground. Turning his green lightsaber downward he brought it back to send it stabbing through another Changeling's skull. It twitched for a few seconds.

Renn grinned wickedly, the Dark Jedi scooped up his lightsaber and ignited it quickly and ran up behind the warlord. Grievous' keen hearing picked up on the humming lightsaber and the man's boots slamming down heavily on the wooden floor. Grievous wheeled around, cutting a Changeling in two and seizing Renn roughly by the face with a large metal foot. Slamming the assassin on the floor causing a few floorboards to pop up and cracks to splinter the wood. With a disdainful growl, Grievous flipped up, catching himself on his clenched fists; his weapons scorching the damaged floor.

CRACK!

Renn was sent through the ceiling. A few tiny slivers fell to the floor.

“Follow me, we will fight our way out!” The general roared in his full glory, comfortable among the chaos, the thrill of war in his golden eyes. And naturally he pointed a glowing lightsaber forward and led the charge. Fearlessly cutting down numerous Changelings who dared get in his way. He seemed to be everywhere at once...a bone colored blur with green and blue beams cutting and stabbing enemies to death. One lightsaber he now held in his foot sliced a Changeling in half diagonally and he effortlessly switched it back into his free hand in seconds. Spinning his blue blade rapidly and allowing four of the insect like creatures fly into it. Effectively cutting them to pieces.

Rainbow Dash bravely punched a single enemy aside with a hoof laughing triumphantly at her heroism.

VMM!

A death scream rang out behind her making the blue pony jump.

“You should pay more attention to you're surroundings!” Grievous hissed, a green blade protruding from the chest of the would be killer of Rainbow Dash. Her eyes widened in terror as she realized how easily she could've died...as well as seeing the aftermath of seeing something being impaled only inches away from her. In mere seconds Grievous had once again turned his wrath on the Changelings, grabbing one by it's holed through legs and flinging it through a wall behind him.

With fast and wide swings he cleaved glowing cuts into the chests of two Changelings who died wearing horrified expressions, a swift kick to the chin of another snapped it's neck. A particularly aggressive Changeling screeched in agony as his horn was severed, but he was put out of his misery when Grievous thrusted his green lightsaber through it's upper jaw.

Twilight Sparkle fired sparkling blasts of purple energy beams managing to knock a few Changelings out of the sky, however a panicked scream drew attention over to a helpless filly, bright read with a light green mane cowering as a large Changeling descended down on her, it's fangs glinted in the sunlight.

In a blur Grievous ran to the defense of the filly, cutting off the attacker's forelegs in the process. Swinging with his left he sliced it's head off, it bounced twice on the dusty ground.

“Go!” The Kaleesh yelled. Without any other words being spoken the ponies ran as hard and as fast as they could. Rarity took the time to kick one of the creature's in the face rendering unconscious, she fired a blue magical bolt to knock two others out.

With one push of his thin but immensely powerful legs Grievous was at the head of the group, deflecting a few green blasts aside and back at their senders. Only two Changelings were bold enough to attempt a direct attack but to the cyborg's surprise, they were both spontaneously enclosed in a purple glow and were smashed face first into each other before being violently cast away. Each landing into empty barrels that their assailant immediately sealed.

Grievous glanced back at Twilight, who smiled at him. He chuckled to himself for a few seconds and resumed his focus o the battle.

- - - -

  Renn winced from muscle soreness as well as from the bruises that were quickly manifesting on his back and face. The man propped himself up on his elbows and cautiously peered over the rim of Town Hall's rooftop...and found exactly what he did not want to find...dozens of dead Changelings littered the area along with their severed limbs; their lifeless eyes looking in all directions and some of them even had the terrified expressions they had made before being cut down. More victims to the ruthless General Grievous

Renn had to act soon! He had learned in his time as an assassin it was never good to fail a client...especially one as powerful as Craw. Lucky for him he had a backup plan, Renn fully knew he was now much to weak to engage Grievous in combat on his own again. He pulled out a small communicator and pressed it on the side.

“Ulrik?”

“Renn...I take it the situation isn't going well?” A cold but hoarse voice asked from the tiny communication device.

“Unfortunately no. I am going to need you to stop General Grievous from boarding the train while I regroup with the surviving Changelings to counter strike.”

“I will kill that abomination,” Ulrik stated with an aggressive eagerness.

“Don't underestimate him.”

- - - -

  The train was still active and its conductor was plenty happy to get going, all doors were opened as the tired and frightened ponies hurried aboard. The sound of their hooves resonating throughout the station.

“Everypony keep in an orderly line,” Twilight instructed and indicated while Pinkie Pie sat beside her and stuck her left hoof straight out and contentiously waved her right hoof to the left to beckon them in.

Rarity looked back out at the town which now seemed deserted but she knew other wise. Her mane was now disheveled but at the present time she didn't care as her primary concern was saving the residents of Appleloosa.

“Is that everypony?” She asked breathlessly.

“I think so” Pinkie said, “let's get outta here.” She hopped into the crowded train car while Twilight and Rarity followed. The indigo maned pony looked back to see Grievous standing motionlessly save for his cape occasionally moving with the breeze.

“General? What seems to be the problem?”

“Where is Fluttershy?” Grievous asked darkly, still staring out the town. Before the fashion pony could answer she was suddenly barreled over by a frantic Rainbow Dash.

“We forgot Fluttershy! Damn it we left her back there!” She yelled furiously, before sitting down gloomily, “if I had just been paying better attention-”

“I will go retrieve her.”

“WHAT!?” Twilight, Rarity, and Rainbow Dash yelled simultaneously their jaws dropping open as the general began to march steadily back into the war zone that was Appleloosa.

“You will all remain here and keep this train safe. Understood?”

When he wasn't answered he turned around with a glare.

“Is that understood?”

They nodded vigorously. But before Grievous had even taken four steps Twilight piped up.

“Grievous?”

He stopped.

“What?”

“Be careful...,” Grievous had not heard those words spoken to him in years...nor had he said what he was about to say back to anyone in years.

“I will.”

Rescue

Fluttershy hadn't meant to get captured, she had been keeping up with the group of fleeing ponies the best she could until her hooves became stuck on Changeling slime; her wings were too weak to pull her off...as she blatantly remembered it was strong enough to hold Rainbow Dash in place. And as usual her tiny voice wasn't loud enough, especially not with Grievous slaying Changelings and other ponies running and fighting.

Now here she was, tied up in the town's local bar. A humble place where ponies would go to have a few drinks, or play a a game of cards or pool. There were also a set of beautifully crafted stairs that led up to a few vacant rooms where travelers could rest for the night. About a dozen round tables each with four chairs dotted the area away from the bar and the bar itself had become somewhat dusty from disuse.

Fluttershy was bound to one of the chairs the thick rope pressed tightly against her body leaving only her neck and head along with her back legs free. Completely helpless and terrified of her captors, six malevolent Changelings watched her with their eerie and pupil-less blue eyes, their sharp fangs practically gleaming in the dark. The occasional buzz of their like insect wings made her squeak and cower...just waiting to be maimed or drained. She didn't want to predict in what order that would happen either...however...none of them did a thing except stare at her.

'W-what're they waiting for?' She questioned internally, observing that they all seemed to be waiting for somebody.

And her intuition was correct. Seconds later the doors to the bar flew open and a figure walked in, Fluttershy at first thought it was Renn only to see that while he was undoubtedly the same species as Renn he was different.

He was a few inches taller, hair was cut short and he had a jet black beard and equally dark eyes that seemed to bore through her. His robes were a bland gray color and his boots were sandy in coloration. His lightsaber hung by his belt at his left side. It was mostly silver, with a black grip just below the ignition button to help keep it in his grasp.

The Changelings acknowledged him respectfully perhaps even more than Renn. Unbeknownst to the shy butter yellow Pegasus his name was Ulrik, Renn's long time friend and now fellow Dark Jedi and assassin. He had joined his friend in secretly leaving the Jedi Order when they were both believed to be dead. Neither wanted any part of the Clone Wars seeing it as nothing more than a senseless massacre and reducing Jedi to nothing more than mere generals! An insult in both of their views. Because they were skilled in the ways of the Force as well as lightsaber combat performing assassinations was remarkably easy for them.

Their most recent employer, King Craw, who had revealed to them that because of an energy rift primarily caused by the Changelings failed queen, Chrysalis, they were stuck in Equestria. But he had promised to help them find a way back home...and by paying them a handsome fee...to help him conquer the various lands of Equestria.

“Master, we have successfully captured one of the Elements Of Harmony!” One Changeling spoke in a raspy voice, his blue eyes wide with triumph and excitement.

“I can see that,” Ulrik stated in an uninterested tone, “as of now I am more concerned with Grievous.”

“Oh you have no need to worry about him sir, he and those wretched ponies have left, even with just one dead Element they'll be helpless against us!”

Fluttershy whimpered quietly. If only she had been brave enough to call out for help...or better yet fight  her way to freedom. And then the though that bothered her the most:The pain her death would cause her friends, who had brought her such joy and fulfillment.

Then came a strange set of noises. They rang clearly and ominously throughout the town and the bar, a sound that was mixed between heavy stomping and whirring of gears and servos.

“What is that sound?” A smaller Changeling whispered, the anxiety evident on his face, he even lowered his body to the ground slightly.

“Its him,” Ulrik stated bluntly, his arms folded over his chest and he looked around silently, attempting to pin point where the noises were coming from.

“H-h-he's all around us!” The small Changeling cried out fearfully his eyes darting everywhere. One of the drones worked up the courage to peer out one of the window's located at the back of the building, close to the storeroom.

“Nothing out here sir.”

Ulrik deliberated for a moment.

“Go out and investigate,” he commanded with a point of his finger to the firmly shut doors.

“Sir?” The largest Changeling asked, obviously the ring leader of the other five, even he looked nervous.

“Well we want to be sure it isn't a ploy for him to lure us out, sneak in and take that Pegasus.”

“Y-yessir,” the six drones filed out, the doors slamming shut behind them.

- - - -

“Search everywhere, and when you see him...kill him. No hesitations!” Their leader ordered, and with that, the search began. Two Changelings floated loftily over buildings to scour the ground from above, including alleyways. Others checked the various deserted building interiors, one of which to was bold enough to march fearlessly into a clothing store.

Vests hung on display along with large and small hats and finely made boots. The store was dark and only the glow of the Changeling's eyes could really be seen.

“Come out and play...,” he hissed threateningly, passing by a few changing rooms. The fourth door burst open and a pair of powerful metal arms seized hold of the drone, he could barely even register what was happening his neck was broken like a twig. The glowing blue eyes dulled immediately and his limp corpse was lowered quietly to the ground.

'One down...five to go.'

- - - -

Two rather aggressive Changelings were checking the dozens apple barrels that were gathered around the orchid area. Loudly kicking them over and magically tearing the lids off, rotten and foul smelling apples tumbled and rolled and bounced in all directions. Their eyes squinted in the harsh afternoon sun.

“This is ridiculous!” One of them exclaimed, waving his forelegs in the air in exasperation. “How can something like that hide so easily?”

BSSSSH!

Both turned in time to see a flash of blue.

Instantaneously their headless bodies fell uselessly over, the heads themselves rolling and stopping against the apples.

- - - -

Fluttershy hadn't spoken a word the whole she had been in the room with Ulrik. Her blue eyes  were concealed behind her pink mane but she could tell from all the Dark Jedi's pacing he was beginning to wonder about the fate of his minions.

'They're as useless as those damned clones!' Ulrik shouted mentally, however his other thoughts were cut short.

The right front window exploded into nothing more than hundreds of shards making Fluttershy yelp loudly in fright, the body of the lead drone slid across the bar and fell over the opposite end!

Ulrik was further surprised to find to see two blades pierce through the left wall as he had been expecting the cyborg to enter through the shattered window. The hissing blades carved their way through the wood in a perfect circle, slowly and steadily. They were withdrawn...and the now wooden circle was pushed in by a single metal finger.

BANG!

Fluttershy winced at the noise, but never the less hope filled her as she watched General Grievous march in without hesitation. Ulrik ignited his sky blue lightsaber, holding it with a single hand and pointing it aggressively at Grievous. Ulrik was aware his minions were all dead but that was of no concern to him.

Grievous glanced briefly at the scared pony with a barely noticeable glint of concern in his glowing golden eyes, and then at Ulrik; growling inwardly.

'I don't have time for this!'

He chuckled loudly as he reached into the folds of his war cape and pulled out an additional lightsaber for each hand.

'What is he doing?' Fluttershy thought. And both she and Ulrik were completely caught off guard by what happened next.

A slight clicking sound emitted from Grievous' metal arms as they literally split apart! Forming two other fully functional arms with two fingers and thumb allowing him to hold his weapons perfectly. Four glowing lightsabers illuminated the flat, expressionless but still intimidating metal face.

The duel began.

Ulrik sprang overhead to avoid a green lightsaber, landing behind the warlord and attempted to slice him, Grievous casually brought the upper arm over his shoulder and blocked the attack; quickly jabbing both of his left arms at the Dark Jedi and swinging with his lower right. Successfully putting Ulrik on the defensive. He rushed his foe with a few rapid strikes, spinning his upper right blade around and brought it down hard on Ulrik's own weapon which he was barely able to counter with an overhead swing.

Ulrik had never felt quite this overwhelmed before...each of the Kaleesh cyborg's attacks nearly knocked his lightsaber out of his hands and with every strike he blocked another just simply swung at him immediately after. He switched his saber's position to a downward pose and swung to the right, forcing Grievous to block with both left arms, Ulrik grunted as he pulled his blade away and spun hoping to skewer Grievous through; but was forced to stop entirely when he saw Grievous simply rotate his lower right.

At Ulrik's hesitation he struck again, stabbing with his lower arms keeping his foe distracted and swung at his head causing him to duck. Grievous kicked him hard in the chin, sending the Dark Jedi sprawling onto the green pool table, the hissing blade scorching the surface, the dazed and frustrated, he grunted and hauled himself aside as he witnessed the fearsome general descend from a powerful leap. All four blades slashed their way through the pool table, each severed part crashing down on the floor loudly. Grievous easily parried a hard hit driving his enemy back. Jabbing with his lower left and followed with a downward swing with his upper right; and a quick left swipe with his lower right. Effectively controlling  his foe's position.

Ulrik swiped at Grievous causing him to casually bend back to the point where he was parallel with the ground. He growled and roughly swatted the humming blade aside, standing to his full height he attempted to swing with all four blades going outward only to have Ulrik intercept them. Just as he had wanted. Grievous sent a metal foot smashing into Ulrik's hard abdomen and sent the man flying back and crashing through the back wall and the sound of more breaking glass sounded out as Ulrik went sailing into a store.

Fluttershy cringed at every sound as she had kept her eyes firmly clenched shut during a majority of the fight therefore she had zero insight as to who was winning. The humming sound of a lightsaber drew closer to her and she cringed further.

The ropes fell off her body and landed messily on the floor. Cautiously she opened her eyes. The unmistakable eyes of Grievous peered down at her.

“Let's go.”    

King Craw

Fluttershy watched in amazement as Grievous' arms attached themselves back together with a quiet 'click.' He magnetically attached the lightsabers to his waist so he could he reach them easier as he had the feeling they weren't safe yet.

“Get on my back,” he commanded vigorously, the antenna that ran down the right side of his skull like head whirred slightly as he detected the faint sound of Ulrik beginning to stir and regain his composure.

“Are you sure?” The shy Pegasus asked with a blush at his demand. Grievous groaned in brief annoyance and grasped her by the scruff and held her behind his head until he saw her forelegs wrap around his collar bone region, just bellow the neck.

“Hold on.”

- - - -

The new group of Changelings were hissing excitedly and their lips peeled back in feral grins, their insect like wings buzzing loudly and melded together with their hisses and angry snarls. Kicking up massive amounts of dust in the process. They would approach the bar soon enough and in their minds would be avenging their fallen brethren.

The left window's glass exploded into dangerous shards as General Grievous crashed through feet first and landed perfectly, knees centimeters from the ground allowing him to leap to the side and land a building's rooftop.

“Blast them!” A Changeling bellowed furiously, “don't let them escape!”

Green beams shot off into the sky as they aimed for the cyborg and his yellow companion. Fluttershy yelped and clutched Grievous tighter when a bright beam grazed the building's rim causing small bits of wood to fly up everywhere. Grievous grunted, dropping down to all fours and ran, his long and powerful legs propelling him forward at rapid speed, aided by his strong arms serving as an extra boost make him go even faster than usual.

Lasers rained down around them as he continued leaping from building to building. Having to dart and twist himself aside in time to make sure Fluttershy wouldn't be injured.

'All this just to save a damn pony!?' The warlord thought to himself incredulously, here he was, saving a nervous pony who had wings yet could barely fly. He sprang onto the rooftop of the next building in sight, it was smaller than the other so his impact created a small crater and for a moment he thought they might fall through.

'Why do I even care if she lives or dies?' Grievous flipped to the left, spiraling through the buzzing air with surprising grace; keeping his arms close to his chest and quickly spreading them out for balance when he landed.

'Because,' he answered himself while swatting a persistent Changeling aside like an over sized fanged gnat, 'she is my..friend.' The word felt foreign to his battle hardened mind. He hadn't thought of anyone as a friend after Ronderu died...Ronderu...

True he had allies, but not friends.

'Stupid ponies!' Grievous roared mentally at his emotional battle. He knew the six ponies liked him despite his foul temperament and his rage.

He broke a Changeling's neck by punching it across the cheek when he charged by. He heard Fluttershy whimper in disgust and horror at the violence. That sound was something he would've enjoyed hearing, fear and disgust at his casual display of violence; but this time it made him feel somewhat guilty. Not about killing, that he enjoyed immensely...it was the fact that he had inadvertently caused pain to his friend.

'GRAGH! Stop using that word!' He lividly scorned himself for even thinking the word 'Friend.'

He landed on the dust covered earth and ran straight ahead...a large group of Changelings were blocking his way to the train.

Time seemed to slow for the terrified Fluttershy, who's muscles had began to ache from how tightly she was holding onto Grievous' metal body. Her eyes scrunched shut when he pushed himself upward with his hands. As his feet went up into the air his hands grasped his lightsabers tightly, splitting his arms into four as he began his descent onto his metal feet. The glowing blades ignited simultaneously and he sprang forward.

The lightsabers spun rapidly all at once causing the Changelings to scatter like pigeons, their blasts flying randomly in all directions; some of which even connected with and killed their fellow drone. Others were deflected by the whirring blades...and a few of the either brave or stupid Changelings who attempted to assault Grievous were butchered immediately, their eerie but short screams echoed all around and severed body parts landed solidly on the chaotic battlefield.

The group dispersed long enough for Grievous to get within view of the train. Blasts of purple and sapphire blue shot past the cyborg and struck any Changeling who still dared to pursue.

Twilight Sparkle and Rarity ushered Grievous and Fluttershy towards them without even really noticing his arms reconnecting.

“Hurry!” Rarity shouted in a panicked tone and shot a drone squarely in the face.

Grievous grunted and lept over their horned heads and safely into the now very crowded train car. The two unicorns barely made it inside when the doors shut firmly behind them.

The train had begun to roll forward with a great rumble and a piercingly loud whistle blow. Fluttershy was eased off Grievous by Rainbow Dash while the Appleloosa survivors began swarming over to him all the while thanking him and feverishly attempting to hug him...a few mares even tried kissing him.

Grievous stumbled back into a seat frustratedly and finally gave a halfhearted swipe at those who came close.

“Is there anything we can do for you sir? Anything you can think of at all that we can do for you?” A grateful stallion spoke for the group.

“Two things. One, stop trying to hug me, and two...”

They all waited in anticipation.

“Get this damn sand out of my joints!”






- - - -

The corridor was dimly lit by torches and looked rather damp and gave off a rather eerie feeling to strangers that ventured in it. The only sound other than the flickering fires was the loudly clacking hooves of the self proclaimed Changeling King, Craw. His walk was brisk and impatient, the two Changeling guards that saw him approaching stood up a little straighter, hoping their dark black helmets were polished perfectly as Craw was very meticulous about the physical appearance of his followers. However he barely regarded them and simply pushed open the massive gray door in front of him.

Its creak resonated throughout the cave and when the door slammed shut both of the guard's ears went down and they winced.

- - - -

King Craw held his head higher in this corridor, and unlike his previous location it was very lavish and quite beautiful. Red, soft carpet that was cleaned daily. The rocky walls had been carved down to smooth perfection and not a speck of dust could be seen.

The Hall of Kings and Queens.

What a fitting title it was.

Adorning the walls of both sides of the corridor were gorgeous oil paintings of past Changeling leaders. To the right were the kings and to the left were the queens, all looking majestic and noble with stern or perhaps even menacing expressions.

Craw began his walk down the corridor with his chin held up, not that anyone else was there to see him but to Craw himself it was immensely satisfying. Here he was, a Changeling not of royal blood line and yet he was king, just like the very first Changeling leaders; when fighting and claiming dominance over challengers was the path to power...not simply being lucky enough to be born into a certain family! He stopped walking and shifted his red eyes to the left and the final picture thus far in the corridor.

Queen Chrysalis.

Intelligent, beautiful, but never the less cold hearted. Craw's relationship with her former majesty was a long and confusing one. The wall behind him was blank, Chrysalis had never chosen a king...one of only five Changeling leaders to have never chosen a mate. True, she'd had a few lovers but never a king. Craw had at one point had hoped it would've been him.

Craw had originally been a member of the royal guard...when Chrysalis' grandfather was in power...it was at that point when things had begun to take a turn for the worse. He was an incompetent ruler who'd rather sit there on his throne all day instead of run his kingdom...it disgusted Craw that he had at one point had protected him.

Then there was Chrysalis father and it was in those years craw had become captain of the guard.

He smirked to himself when he remember how Chrysalis had chosen Shining Armor as her target to drain and hypnotize to infiltrate Canterlot in what was undoubtedly the largest Changeling campaign ever.

'Just another one of her failures.'

Craw had been specifically assigned by her parents to watch over her, and yes he had cared for the lonely Changeling princess. Watching over her and guiding her...in fact when she became an adult he even found himself growing attracted to her...but soon her failures made him hate her as much as he had hated her predecessors and had only desired her because of the opportunity for power.  

Like most Changelings he'd come from simple beginnings and had observed how the incompetence of royalty could effect those beneath them.

And then Chrysalis herself had taken over, true, she was indeed an excellent leader but whenever she failed it was always devastating. His fellow Changelings were suffering, starving and dying...rebellion had been in his mind since Chrysalis' grandfather but one night; after a bit too much alcohol he'd gone into a tirade about how much of a failure those in charge were. How a Changeling who knew the true way of the commoners should rule. It almost seemed like a stroke of luck that they agreed.

Craw had caught himself hoping Chrysalis' invasion of Canterlot failed as he'd spent precious months building up a rebellion and too his joy she had failed.

Looking at her picture he relived that night perfectly in his mind.

- - - -

Craw's twisted horn flashed bright red as a burst of powerful magic blew apart the doors to the throne room. The doors were scorched and hung off their hinges as he and his rebellion marched in determinedly, Chrysalis stood with her mouth agape for a few moments before she revealed her fury. Her wings buzzing loudly like a giant bee as she hovered over them.

“CRAW! What is the meaning of this-”

She never got a chance to finish her sentence as a jagged bolt of magic struck her squarely in the chest and sent her smacking hard into the stone wall behind her, her impact on the ground creating a few small cracks.

Craw did not laugh, in fact he could hardly remember the last time he laughed but his thin black lips curled up in a eerie grin.

“Your failures to your subjects have cost you dearly FORMER Queen Chrysalis,” his hollow voice was mild mannered as usual but held a hint of icy venom within it.

Wearily Chrysalis stood up, weakened by her loss at Canterlot and Craw's unexpected attack. Chrysalis let out a hacking cough but her own jagged horn began to glow green.

“This isn't about that time I rejected your offer to be my king is it Craw?” She grinned tauntingly. Craw's left ear twitched briefly but he went on with his prepared speech.

“We will no longer tolerate your failures and now it is time for a new age. An age led by one who has learned from the mistakes of royalty and succeed where you could not.”

Chrysalis was silent for a moment before she replied.

“Do you rehearse in front of mirror or was that just bad improvisation?”

Both fired. Red met green in a brilliant burst of light causing both Chrysalis and Craw to squint and the other Changelings to shield their eyes.

BOOM!

The light filled the room, the entire cave shook as its walls were blown away and the roof had begun to rumble.

- - - -

“Clever job though your former majesty,” Craw spoke to the picture coldly, “bringing in that monster to do your dirty work. I'm lucky to have those assassins on my side, they will be useful for what I have planned next...”

Tomorrow final preparations would begin and soon he would lead his first campaign as king.

He grinned in an almost demented way as he exited The Hall of Kings and Queens.

Canterlot

It was definitely late night when Grievous awoke from his brief sleep. The train car was dark save for the white light of a full moon that filtered in through the windows gently illuminating the dozens of slumbering ponies. Grievous truly was out of place, a cyborg, his metal arms folded over his chest and his expressionless metal face staring off into the dark, his golden eyes peered down to see Fluttershy sleeping quite soundly beside him using her forelegs as a pillow. Her butter yellow fur and mane still had traces of dirt and sand in it, even the obsessive-compulsive Rarity had not escaped the desert's harsh environment. But at the moment she had been too tired to fix her mane and clean off her fur and simply fallen asleep to Grievous' right.

They trusted him. Their physical closeness, their behavior, even the way the six looked at him said that much and it was obvious they thought of him as their friend. The seventh member of their group. And truthfully, Grievous didn't really know what to consider them. Friends? Acquaintances? Or just the ones who could send back to where he properly belonged.

However, his musings were cut short when he heard a sound he did not want to hear...buzzing. It was quick and would've been unnoticeable to most but his keen audio receptors picked up on it immediately and it sounded much to loud to be a common insect pest. The warlord stoically stood with his haunting gaze fixated on the door to the next train car just ahead of him and quietly began navigating his way through the sea of ponies who slept on the floor. As he was in no mood to deal with panicking ponies. Carefully stepping over Applejack and Braeburn he swished his cape to the side with a hand so it wouldn't drag over any of them and silently slid the door open and shut it just as fast, never once turning his back.

A pair of beautiful green eyes met his own golden ones as Chrysalis stepped out from behind a seat majestically, a few strands of her blue mane draped over her face and her shredded looking insect like wings buzzed once when she flapped them.

“Good evening general.” She spoke casually, absolutely no hint of worry at being disovered.

“What do you think you're doing here Chrysalis?” He growled quietly. His metal feet making no noise when he approached the former Changeling Queen.

“Just checking up, making sure everything is running smoothly,” she glanced down at a holed through hoof in a rather uninterested fashion, “you did well. A brave act rescuing the yellow one-”

“Fluttershy,” Grievous snapped.

“Fluttershy,” she repeated coldly, “if I didn't know any better I'd say you are starting to like them,” she grinned knowingly.

“I'm just making sure I can return to where I belong and I can't do that if any of them are dead,” he lowered his head threateningly and resisted the urge to strike her. Chrysalis only rolled her eyes and walked over to the side doors her horn flashing green to open them forcefully.

“Of course,” she said but obviously didn't believe him in the slightest.

“Where do you think you're going?”

“This train is on route to Canterlot, which has a protection spell that keeps members of my kind out and since Cadance and precious Shining Armor used their love to reactivate it the damn thing is stronger than before. Oh and you can stop the train by pulling the lever in the front car.”

“Isn't that the conductor’s job?”

She glanced back at him with a raised brow and he realized she had been the train conductor. It was then Grievous knew he would have to be cautious when dealing with Changelings in the future...they really could take on the form of virtually anypony!

“Good luck dealing with the snobs,” she said and flew away into the night, the doors shutting behind her.


- - - -

Canterlot was certainly the royal capital of Equestria. Towering spires, outside the city there was a beautiful waterfall that flowed under and around the city. Towering buildings of stone, beautifully painted gold, or purple; or another extravagant color. It was quite a spectacular sight even for Grievous, for a world that was predominately controlled by multicolored ponies he was impressed.

“Oh does my mane look okay? How about my fur?” Rarity asked Applejack nervously. Grievous rolled his eyes and shook his head slightly and increased his pace so he was at the head of the group.

“Everything's fine sugarcube, you worry to much,” Applejack soothed the nervous clothing designer and playfully bumped her with a shoulder.

And just like the city itself, the ponies that inhabited it were vastly different than the ones he'd previously seen. Most were dressed expensively, those that were not were obviously those who worked but they too seemed content with their situation. A whole crowd had formed to see the heroes and survivors in...but Grievous immediately stole the show.

“What is that?”

“That's the hero who saved Ponyville and Appleloosa?”

“Yes I believe it is.”

Other statements of the sort bombarded him making Grievous feel both proud and tad irritated. Others looked a little uneasy at seeing something much bigger and much more deadly than probably anything they had ever laid eyes upon since Chrysalis' foiled invasion.

All commotion was abruptly ended when Princess Luna approached them. All bowed humbly before the Night Princess who's seemingly eternally flowing dark blue and sparkling mane contrasted the sunny sky.

Luna was not offended that Grievous did not bow as she was not his ruler.

“Rise” she said gently, “guards, take the survivors to their assigned lodgings,” the huge armored guards began escorting the relieved survivors away and Luna quickly shifted her attention to Grievous and the six ponies.

“Welcome to Canterlot, General Grievous,” she acknowledged in a formal manner.

“Thank you, it is an impressive city,” he replied in an equally formal manner with his hands behind his back.

Twilight Sparkle shifted awkwardly.

“My sister unfortunately could not be here to greet you however she shall return tonight at the banquet.” She beckoned them with hoof.

“Please, follow me.”

Pinkie Pie enthusiastically hopped after her with a big smile.

“So we're gonna have a party!?”

“Yes but of the FORMAL sort,” Luna cautioned.

“Oh okay...I'll just have some formal fun!”

Grievous again rolled his eyes, the others just laughed happily that everypony was safe and they could once again enjoy each other's company.    

The banquet

The banquet that was to be held in honor of General Grievous' rather unintentionally heroic actions as well as the Elements Of Harmony was to be held in a matter of hours. Apparently it seemed to fall on deaf ears when Grievous told them he no longer had any  need to eat and had insisted that he come to the dinner with his “friends.” It still made the cyborg incredibly uncomfortable to think of the six ponies as his friends and yet again he was thankful none of his superiors or subordinates were here to witness his current adventure. General Grievous...the unintentional protector of a land controlled by colorful talking ponies and had already worked his way into the hearts of the six as their friend.

But still if they thought of him as their friend he was one step closer to getting back to where he belonged and back to the war he was determined to win. With a sigh he proceeded down the red carpeted steps that would lead him to the dining hall. The castle was darkened by lack of sunlight and due to the fact the night was starting to begin, he approached two majestic wooden doors and pushed them open causing to swing away quickly as he entered the massive room. They slammed shut behind him, echoing in the room's vastness.

A beautiful, polished wooden table sat in the center of the tiled room, oval in shape with a gold rim; the chairs were spread out enough to give those in attendance room to move around without being uncomfortable. A pleasant fire crackled in the fireplace off to his left and two huge windows were located behind the chair that Princess Celestia was already sitting at, dozens of pretty stars sparkled in the night sky but to Grievous they weren't that special as he saw stars almost everyday of his life. Princess Luna sat to the right of her sister with a rather bored expression on her face.

Celestia didn't look pleased herself as the blonde maned pony to her left went on and on, he was a unicorn, blue eyes, the beginnings of a tuxedo on his chest but didn't extend any further to cover him, he had some sort of royal symbol as his Cutie Mark...and Grievous immediately disliked the pompous voice of this obviously pompous pony.

“Aunt Celestia?” He asked, following her now brightened gaze to the general...his jaw dropped.

To Blueblood, Grievous was the most terrifying thing he had ever seen his very sheltered life, towering over them, strange six fingered hands and huge black metal taloned feet. Thin but powerful limbs, that and he seemed to be entirely metal...then he laid eyes on his face. The antennas were made to resemble tusks, his face was flat and expressionless-which was something Grievous was yet again thankful for as it hid his contempt for the royal prince. The bottom of his face had small bits which were obviously supposed to resemble teeth and Blueblood half expected them to begin dripping blood and venom but perhaps what disturbed the prince most of all was Grievous' eyes. They glowed brightly with a dark rage and the power of an experienced warrior who fought in more battles and killed ore enemies than he could hardly begin to imagine.


“What is that thing?”

“Blueblood!” Luna snapped harshly at him like a mother might scold a child at a store, “that is General Grievous, the hero who saved Ponyville from a rampaging dragon and the town of Appleloosa. You would do well to respect him.”

The last part was a warning. Blueblood said nothing but continued to eye Grievous in a paranoid manner as the cyborg made his way across the light gray floor and pulled back the seat next to Luna, the legs screeching along the floor made the three royal ponies cringe before he sat down, swishing his cape to the side so as not to sit on it. A few moments of awkward silence passed before Blueblood glanced at the clock mounted on the wall between the two gigantic windows.

“When shall these Elements Of Harmony be arriving? I'm quite anxious to meet these heroes you've told me so much about,” the arrogant prince shifted in his seat, as he had regained his composure and glanced at Grievous with a look of disdain before turning his attention back to Celestia. She herself was looking at Blueblood and then to Grievous anxiously.

“Actually Blueblood you have already met them,” Luna interjected dully.

“I have? Now Princess Luna I think I would remember meeting the heroes of Equestria!” He laughed.


“You met them at the Grand Galloping Gala,” Celestia stated trying to loose her patience with her narcissistic nephew.

“You mean...those COMMONER ponies!?” His eyes widened in what actually seemed to be sheer terror.

The doors opened again to reveal the six, Celestia beamed brightly as they all approached the table. All were wearing dresses, which Grievous found somewhat strange that they wore clothing only in formal situations, except for Rarity who would occasionally wear a hat or some of piece of clothing. Just another thing about Equestria that Grievous found odd.

A distressed look came over Rarity's face as she saw Blueblood who seemed to recognize her in particular...

“Something wrong?” Grievous leaned over to his right when Rarity sat down next to him.

“Oh nothing at all darling I'm just trying to let bygones be bygones. It would be very unladylike to bring up past grievances,” she proudly adjusted her mane with a hoof. But the warlord could plainly see she was still distressed, and Rainbow Dash looked like she was going to fly over and smack the snobby look off Blueblood's face until the doors to the kitchen swung open and the various members of the kitchen staff entered, bringing with them carts that carry trays of food.

Pinkie Pie raised her head higher to take in great wafts of the delicious scents.

“Mm everything smells great!” She excitedly exclaimed.

“Commoner, please quiet down,” Blueblood snapped haughtily while pouring himself a glass of wine. Grievous glared darkly, the prince's behavior reminded him distinctly of Viceroy Nute Guneray.

'This is going be a long dinner...'


- - - -

The banquet was going by...somewhat smoothly. Blueblood would usually shut up after receiving a hard stare from Celestia or Luna and he always silenced himself when Grievous did so much as to twitch a finger. That amused the Kaleesh warlord.

But tensions were running high between Rarity and Blueblood with the prince being the antagonistic one, dropping rude comments about Rarity's “commoner” dress style and continuously reminding her of how she “humiliated” him at the Gala. But by the time dessert was due to be served at any minute they were in a full argument.

“I humiliated you? I humiliated you!?” Rarity yelled angrily at the prince from across the table causing even Grievous to wince at her increased voice volume.

“Don't you dare take that tone with me commoner! To think I actually wasted my time on you at that Gala!”

Rainbow Dash glared angrily.

“Don't talk to my friend like that you...you...”

“Finish that sentence and I'll have you arrested!”

Celestia and Luna were trying to calm them all down until Rarity stood up.

“You are the most arrogant, rude, and perhaps the foulest pony I have ever encountered! You treat others the exact opposite of what Princess Celestia has taught you...you don't even DESERVE to be royalty you pompous ass!”

Everyone, save for Grievous and the princesses gasped, Blueblood looked as though he'd been struck across the face...the ticking clock was the only sound in the room until the prince made his next move. His half empty wine glass levitated magically and its red contents quickly found itself on the front of Rarity's dress.

“Blueblood!” Celestia hollered in barely suppressed rage as the narcissistic prince stormed out of the banquet hall.

“Leave me alone! I have had enough of you all!”

None of them noticed Grievous was gone.


- - - -

Blueblood was now in his room's bathroom, readying what he believed was a well deserved bath at a difficult dinner. He tub was porcelain with perfectly polished silver knobs to adjust the water, the tile was dark blue and a towel rack hung on the wall to his right. A soft red towel was carefully draped over his shoulders as the warm water continued filling the tub.

'The never of those disgusting commoners,' he thought with a contemptuous rage, 'how dare they embarrass me in front of my relatives in such a manner!?' On a table beside the tub a glass and another bottle of red wine awaited him, levitating them towards himself he prepared to serve himself until a strange sound caught his attention.

BANG!

The doors swung open, slamming hard into the walls while Blueblood cried out frightfully, falling back into the tub causing water to splash everywhere; the wine glass shattering on the floor. The wine bottle fell into the tub with the now soaking wet prince and he screamed girlishly at the sight of the reddened water at first believing it was his own blood, a rough, unmerciful metal hand seized him by the throat effectively cutting off his screams. Blueblood peered up into the furious golden eyes of General Grievous. He easily hauled the cowering pompous pony out of the bathroom and into the bedroom and went out onto the balcony to hold Blueblood over the railing.

“Ackk! You filthy brute I'll have you arrested!” He wheezed out lividly.

“YOUwon't be doing anything,” Grievous hissed completely undaunted by Blueblood's threat, his voice didn't raise but even the deep whisper still made Blueblood tuck his legs close to his body for self defense.

“D-don't kill me please!” The blue eyed prince glanced down at the darkness below him, scrunching his eyes shut fearfully.

“A fall would be to good for you,” it was then Blueblood noticed Grievous had one of his weapons in his right hand. It wasn't activated but Blueblood was aware of what the famous newcomer used as his weapons...swords of hot light that could slice through dragon scales like paper.

“No no," he held up his forehooves pleadingly, “I'll do anything! I can pay you!”

“Anything?” Grievous repeated and his captive nodded vigorously, his wet mane plastered to his head and neck.

“Tomorrow morning you are going to apologize-no...you are going to BEG them for their forgiveness.”

“The commen-ACK! I mean the Elements Of Harmony?”

“Precisely,” his antennas whirred and shifted as he picked up the sound of the guards approaching.

“I'll do it just please-,” he was thrown roughly to the ground in a wet, crying, and terrified heap.

And when Blueblood looked up...General Grievous was gone.    

A day in Canterlot

General Grievous growled quietly in irritation when someone began banging on his doors rather loudly, he wasn't concerned as to whether or not they were furious royal guards coming to make a feeble attempt to arrest him for assaulting and threatening Blueblood. He was perfectly confident Blueblood would never utter a word about his frightful encounter with Grievous for as long as he lived.

'Probably to make sure none of them realize what a helpless weakling he actually is,' the warlord thought to himself disdainfully. Before he could even get close enough to the doors they burst open.

“HI GRIEVOUS!” A pink shape hugged his midsection...

'Pinkie Pie...of course,' he grumbled inwardly. The other five entered although with  more grace and civility.

“Pinkie, honestly you could have at least waited for him to open the doors!” Rarity scolded.

“Sorry,” Pinkie said happily while still hugging Grievous, “I'm just soooooooooooo happy to see him!” A metal hand pushed her off, but it was more of a “Get off” shove rather than an angry punch or slap of which the general was quite willing to deliver...especially to battle droids.

“Then you'd all be the first,” he stated, placing his hands behind his back, “now what do you want?”

Twilight finally spoke up with a happy smile. “We figured we'd show you around Canterlot.”

“Yeah!” Grievous looked down when Pinkie slid out from between his legs and began happily bouncing around. “There's so much to see!”

“C'mon let's go,” Applejack beckoned with her head, Pinkie used both her hooves and began to pull Grievous along.

'Here we go...,'




- - - -

The first stop was Canterlot's garden. A pleasant place with perfectly trimmed hedges and dozens of flower types. Grievous was tall enough to a point where he actually had to duck under the flower covered  archway to get in. Fluttershy shuffled a small hoof nervously and looked down at the grassy ground shamefully when she saw a tree full of cheerfully singing birds.

“Something wrong Fluttershy,” Grievous glanced down at the nervous mare, “I thought animals were your specialty.”

“Oh they are...its just these birds aren't going to like me. Especially after that one incident.”

“One incident?”

“Its just poor Fluttershy over hear had a little mishap at the Grand Gallopin' Gala,” Applejack stated, comfortingly draping a foreleg over her shoulder's. Grievous curiously glanced at Rarity and then back to Fluttershy.

“It seems this Gala is a veritable hive of mishaps.”

“Oh it is,” Twilight said affirmatively, “but it ended wonderfully,” she smiled fondly at the memory of her friends, Princess Celestia, and herself altogether. Her real friends. She barely even registered the fact they were now passing a very familiar statue, of a terrified looking creature with wide eyes, his odd looking hands held out in front of him as though it were trying to stop some unseen force.

“Strange statue, why would your princesses keep such an atrocious piece in their gallery?” Grievous asked while he gave the statue another look over.

“That ain't no ordinary statue, that's Discord,” Applejack stood beside the cyborg and was looking at the statue contemptuously. Grievous was actually surprised by the angry looks that they were all giving the statue, except for Fluttershy, of course. Truthfully Grievous doubted that Fluttershy had the ability to hate.

“He's the Spirit of Chaos and he nearly destroyed all of Equestria and turned Ponyville into the Chaos Capital of The World...,” Twilight Sparkle narrated Discord's exploits and a depressed look came over her face, “I nearly lost my friends forever because of him.” She sniffled once and wiped one eye before Rarity came up with an idea that excited her greatly.

“Let's go shopping!”

“WHAT!?” Grievous reared back completely revolted by the idea. General Grievous...shopping!? The idea was ridiculous in and of itself but the idea seemed to cheer Twilight up immediately.

“That's a great  idea Rarity,” she beamed, the others nodded in agreement. Grievous held up one hand in an attempt to worm his way out of it but Rarity was already seizing a hold of his other hand.

“Come on let's go!”


- - - -

“Alright now Grievous! You can come out now!” Rarity's voice clearly said from the other side of the light purple door of the changing room.

'This is ridiculous!' He thought as he put on whatever atrocious thing the stylish pony had picked out for him, 'But I may as well get this over with.' He opened the door and slowly stepped out, the six now were wearing new hats, most of them quite large and made for public display.

“Oh darling it looks so good on you!” Rarity exclaimed proudly, magically levitating a mirror up for Grievous to see. “Don't you think so Fluttershy?”

“Its...nice.” The butter yellow mare looked down slightly not wanting to upset her friend. Grievous looked at his reflection, the hat was gigantic, going even past his broad shoulders and drooping down at the ends; and large red feather sticking out of the top.

“What do you think?” Rarity's front hooves shuffled in excitement.

“Its hideous,” Grievous snatched the hat off his head, only to find six new hats being shoved into his hands by all six of them.

“Well at least try these on before we go to lunch,” Rarity pouted.

“You're lucky that I like the six of you-,” he stopped, his golden eyes widened when he realized his little slip, but they took no real notice of it. They had always known.

“Otherwise you'd shred us to bits with light thingies and blah blah get in there and try those has on!” Pinkie said before giggling. Grievous gave one growl and entered the changing room.


- - - -

The little cafe Rarity chose was very upscale, but they were heroes and Celestia's esteemed friends so they were to be given free service by order of the manager. The good mood was ruined when Prince Blueblood approached their table steadily.

“Oh great...here comes trouble,” Rainbow Dash grumbled from her seat, they were all seated outside so they could enjoy the pleasant afternoon sun.

“Good afternoon-,” Blueblood's voice caught in his throat and his eyes widened like dinner plates when Grievous rose to his full height.

“What do you want Blueblood?” But Blueblood knew it wasn't a question...it was his cue to begin his apologize.

“I came here to apologize...to all of you,” he gave a fake grin, it hadn't escaped his notice that Grievous shifted his cape so that the narcissistic prince got a glimpse of his lightsabers. In a hammy display Blueblood dropped to the floor and crawled over to them.

“Oh please forgive me! I was in the wrong to treat the seven of you as poorly as I did...please forgive me I can't live with this on my conscious-,” he place the back of his right hoof on his forehead dramatically.

“Okay okay!” Twilight held up her hooves awkwardly, glancing around at all the upper class ponies who were all looking at Blueblood like he'd just fallen out of the sky.


“You can go,” Grievous stated triumphantly, and Blueblood ran away...at full speed; rounding the corner and disappearing.

Rarity looked at the cyborg as he sat down suspiciously, “Did you have anything to do with this?”

“No.”

But they all knew the real answer, Rarity leaned in slightly.

“When you demanded that he apologize...did he wet himself?”

“Almost.”

They all laughed at his reply, and even Grievous let out a low chuckle at the success of his handiwork.

Assault on Canterlot

From the forests below Canterlot's cliff, where the water continued to flow out pony-made water collectors that deposited the water into a natural river that continued to flow off else where...the bushes shook. Birds scattered in a panicked manner chirping loudly in fright as the ominous sound of marching hoofsteps thundered darkly throughout the once serene environment.

From the rustling bushes King Craw stepped forth, wearing dark gray armor over his chest to protect his vital organs and a equally gray helmet over his head, his gnarled and spiraling horn jutting out wickedly. His red eyes looking up towards the currently shielded Canterlot and a smile tugged at the corners of his lips.

“Prepare for attack,” his horn began to eerily glow blood red as he began to charge up his magic. The legion of Changelings he had chosen to follow him obeyed flawlessly, their own horns beginning to glow their standard green color.

'I will succeed where you failed Chrysalis. I will usher in a new era for the Changelings!' Craw thought to himself, his face for once contorted into a grin when he heard the two Dark Jedi stop behind him, he had everything he needed to win the battle.


- - - -

“Your Majesty,” a raspy voiced Changeling landed before Chrysalis, his insect like wings twitching from his rather long flight, bowing his head humbly as he waited for her to acknowledge him.

“Yes?” Chrysalis stood from her comfortable spot beneath a tree with low hanging branches.

“Craw and those loyal to him are preparing to launch an attack on Canterlot!”

“My my, isn't he bold,” she drawled sarcastically, “we'd better get there quickly. Its the perfect chance to seize back my throne!” Her pretty green eyes sparkled with excitement as her wings buzzed to life elevating her high off the ground. “Let's go!”


- - - -

None of them had a clue what was going on until it was too late. Grievous stood from the table and looked up as gigantic cracks began working their way up the shield that protected Canterlot. The sound of shattering glass mixed with that of electrical crackling echoed out over the city. Fearful ponies gasped as they prepared to either run or fight. A pleasant afternoon ruined by attackers.

BSSHM!

Grievous held two lightsabers at the ready...the shield shattered. Disappearing just seconds later and what seemed to be a veritable downpour of battle hungry Changelings descended from the sky. Pinkie's jaw dropped to the floor, literally.

Grievous easily cut his way through any Changeling that got his way, the city of Canterlot now consumed by chaos in mere seconds as the invaders flew in all directions, goring ponies on their horns or blasting them with magic...or even began draining them right where they stood! Screams rang in all directions as the battle began.

General Grievous casually deflected a green bolt back at a Changeling which proceeded to blow it's head to bits. Swiping wide with his arms and cleaving through four Changelings and seizing the remaining upper body of one of them and flinging it viciously into the window of the cafe. Rarity and Twilight were firing off their own magical beams to keep any attacker away. Rainbow Dash punched one invader squarely in the jaw, Applejack making use of her apple bucking skills and using her strong hind legs to send multiple Changelings rocketing in all directions. Pinkie Pie...to Grievous' befuddlement had spontaneously pulled out a large pink party cannon that somehow blew a small group of invaders away with confetti of all things. Fluttershy cowered with her hooves over her head as a particularly large Changeling rushed at her...only to trip over her yellow form and fly towards Grievous who brought his green lightsaber into his chest.

A scream called to each of their attentions and the cyborg deactivated his lightsabers and hung them at his waist, the dead Changeling joining the dozens he'd already killed and made his way towards Rarity and Twilight.

“We've got to help-ulp!” Twilight was interrupted as a strong metal arm scooped her up by the stomach, Rarity in the other. His arms split to reveal the additional two.

“What the hay?!” Applejack absentmindedly punched a Changeling aside, “You've got four arms?”

“That is AWESOME!” Rainbow Dash yelled.

“I'll have you know General, that this a very rude way to hold a lady and oh my!” A metal hand firmly clasp her tail, Twilight felt the same thing happen to her.

“Fire!” He began rotating their tails at rapid speed. A small team of guards at been hiding behind an overturned carriage and were being quickly surrounded by the invaders. Rarity and Twilight's horns unleashed a volley of blue and purple sparkling beams. Changelings screeched as they were hit and blasted away, Grievous slowly walked forward, steadily veering the two unicorns in the direction he needed them to fire at. Changelings slowly dispersed as they hoped to find easier prey. The guards took their new opportunity  and began tossing spears after the fleeing attackers. A few falling limply to the ground when the blades burrowed into their backs.

Rainbow Dash laughed smugly as she zipped about wildly, smashing into Changelings with her front hooves and blowing them off their hooves and sending them away.

“You guys really haven't improved much have-” a large Changeling landed on top her...hard. The rainbow maned Pegasus gasped as the wind was knocked from her  and a strong foreleg went over her stomach and holed through hoof clamped over her mouth.

“Got one,” he growled and took off into the sky, Rainbow Dash's muffled cries for help were unheard.


- - - -

Princess Celestia looked down gravely at Luna. The two princesses stood alone in the very corridor that ended at the door that concealed the Elements Of Harmony. The pillars standing tall and strong, the stained glass windows filtering dim light into the room.

“Are you sure you want to join the battle little sister?” Celestia asked, her majestic mane practically glowing in the dimness of the corridor.

“Yes. One of us must stay to guard the Elements,” the younger Alicorn replied with an affirmative nod.

“I will make sure Craw doesn't get the Elements...and Luna...assist Grievous in protecting Twilight Sparkle and her friends. If Craw gets a hold of them-”

“Do not worry sister. I will help protect them with my life.”

'I just hope Craw isn't planning what I think he is,' Celestia worried silently as Luna exited. She knew it'd only be a matter of time before Craw came for the Elements, and Celestia would be ready.

Celestia Vs. Craw

“Okay,” Twilight said, wincing slightly as Grievous cleaved a Changeling drone in two, “what's the plan?” The cyborg's arms were a blur of green and blue lights as he sliced every drone that attacked him, their dying screeches ringing out over the area. He lashed out with a back kick, the hard metal foot cracking hard into a Changeling's skull.

“Stay close to me until we reach Canterlot Castle,” he glanced over his shoulder at Twilight, catching a drone by the face and slamming it hard on the ground. But he immediately noticed something was wrong. “Wait...where is Rainbow Dash?”

The remaining five began looking around wildly in concern of their now missing friend. Pinkie spontaneously popped out of an empty trashcan that was beside Grievous.

“Not in here,” she stated.

“Why don't we just check where we were before?” Rarity asked, raising a hoof.

“This isn't a time-,”

“OH! Great idea Rarity! I'll go check!” Pinkie zipped away in a pink blur, zooming past the others, their manes whipping back briefly.

“Pinkie no!” Grievous bellowed and stormed off after her, his talons leaving scratches in the ground as he rounded the corner. Twilight was about to follow when a veritable barricade of Changeling drones intercepted them their wings buzzing threateningly and their fangs bared savagely. And as quickly as it happened they were swarmed over. Rarity and Twilight fired off a few blasts of magic until their horns were covered with sticky green slime and were then roughly pinned to the ground. Applejack bucked a few drones away, sending one crashing through the window of a candy store but was soon overtaken by a large drone who slammed himself into her with a shoulder. And Fluttershy was all to easy to catch.


- - - -

“GRIEVOUS!” The cyborg halted immediately and looked behind him when he heard Twilight scream his name, the ruined streets, littered with ponies and Changelings alike, rubble and small fires did not disturb in the slightest. For he was in his element. But that scream did cause one little flash of worry go through him and he was half turned when a yelp from Pinkie Pie drew his attention back to her. Three drones had wrestled her to the ground, the party pony kicking them defiantly but was overpowered regardless.

Grievous charged at the group, his lightsabers ready.

BSSSHM!

The warlord jumped back just in time to avoid Renn, his own blade stabbing effortlessly into the ground where Grievous had been just seconds ago. His golden eyes drifted to Pinkie, who was now imprisoned in slime, he lividly looked at Renn who was grinning quite smugly.

“You really want to do this again?” He taunted the Dark Jedi having easily triumphed over him the last time they fought.

Renn answered by pointing his weapon at Grievous' metal chest and assuming an aggressive stance.


- - - -

Princess Celestia stood in the currently silent corridor, the afternoon sunlight shining through the windows, the pillars all neatly aligned. This room was not the place to have a battle but she knew she had no choice. Craw would come for the Elements of Harmony soon enough...in fact...she could hear his dull, monotonous voice right now.

“Open the doors.”

A bright green flash tore the doors open leaving them dangling by their hinges as Craw and a small group of drones marched in victoriously. Craw's red eyes gleamed dangerously as he looked around.

“Celestia?” His head reared back in mock astonishment, “oh well this will be even easier than I thought,” he smugly flicked a hoof in her direction. The drones launched themselves at her viciously like rabid dogs after seeing a rabbit. Celestia rolled her eyes briefly and her horn flashed orange. Craw cringed and clenched his eyes shut at the intensity of the light, when he hesitantly opened them he saw his body guards lying in a neat stack off to the side, all unconscious.

Craw lowered his head, his teeth bared furiously as his spiral horn glowed dark red...and unleashed a powerful magical beam meant to blow the Solar Princess to bits. Celestia's own horn glowed and her majestic wings folded over her chest and face, a dark orange shield forming over her wings as Craw's beam struck it dead on, and with a casual outward push of her wings the beam dissipated. Craw snarled angrily as his patience was beginning to wear thin.

“Not as easy as you would have liked?” Celestia asked, raising an eyebrow at the king's predicament.

“Unfortunately.” He charged at full speed, his horn lowered, aiming directly for her throat and even then Celestia did not move. Just before he got close enough she used her elegant legs to leap into the air, Craw turned his head in time to be greeted by a gold covered hoof that collided directly with the cheek guard of his helmet.

“Ufff!” He fell onto his side, the helmet dislodged from his head and slid along the floor before stopping on contact with the wall. The self proclaimed Changeling King recovered in time to move aside in time to avoid a hoof stomp from the princess, quickly placing his weight on his own holed through forehooves and bucked up. Celestia grunted and fell hard onto her back, her tiara bouncing and skidding of her head but that was of no concern to her at the moment.

Craw snarled as he sprang on her kept only at bay by her hooves as his teeth clipped together just inches from her face. With a powerful shove Celestia sent the vicious king back first into one of the pillars, it cracked and bent awkwardly as the king fell hard to the ground. But regardless of this he quickly got up to lock horns with his foes, their angry stares could've burnt holes through each other if that were possible, the clacking sounds of their horns meeting yet again resonated in the corridor. Craw growled and shoved back driving Celestia away from him and he rose up on his back legs towering over her, a hoof met her left cheek roughly and Celestia was bowled over onto her side.

With a focused glare she looked back at him as he ran at her again and a simple kick to the chin snapped Craw's head backward almost breaking his neck, a string of saliva splattered on the carpet as Celestia quickly regained her footing and drover her own punch squarely into his nose staggering him. Celestia horn flashed again and a powerful beam nailed Craw in his armored chest. He screamed hatefully as he soared across the corridor and finally made a painfully landing on his back and slid to a halt.

His red eyes took in the sight of the princess leaping into the air, her wings spread out and her horn glowing with the wrath of the sun. Craw repositioned himself shakily, his armor melting off his body and his vision muddled by smoke, great globs of melted metal dropping onto the floor.

“ULRIK!!!!”


- - - -

Grievous let out a battle roar as he cut down the last drone in his path, the terrified creature dropped dead...but it was too late. The six ponies he had come to call his friends were missing! He had overpowered and out dueled Renn...but again the Dark Jedi had called upon the drones to rescue him...because of that...he had been unable to save them.

But General Grievous would find them and he would kill anything that got in his way.

Craw's plan

Grievous cut his way through more drones before leaping through the glass of a clothing store, fearlessly going in aggressively utilizing his legs as powerful battering rams to kick aside a few Changelings landing painfully off to the side, knocking over a set of clothing racks. A few royal guards were bravely standing their ground but compared to the crushing invasion force it seemed laughably pitiful.

“There's more!” One guard cried out, a bit of blood trickling down his right foreleg and one eye was swollen shut and purple. Grievous glanced back over his shoulder as a small swarm of drones flew at the shattered window letting out eerie battle cries.

“How many of these damn things-,” the guard was silenced when the drones were spontaneously enclosed in a dark blue aura effectively trapping them in place. They began spinning rapidly through the air in all directions, smashing hard into each other, cracking bones could be heard over their stunned and frightened cries, others were viciously bashed against buildings leaving smears of dark green blood on the walls. Amongst the tornado of chaos Princess Luna landed in the center of it all, her impact cracking the road open in a few sections her eyes glowing moon white. Spreading her wings and standing on her back legs she sent the attackers flying away in all directions.

“Effective display, princess,” a voice stated, even Grievous was surprised when Chrysalis landed beside the Night Princess...and she had brought back up. A new swarm of Changelings buzzed overhead and savagely attacked those loyal to Craw.

“So,” Grievous interrupted and stepped out of the store, “you finally decided to show up?”

“What better time to take back my throne other than now?” Chrysalis' glanced over at Luna with a bit of a smug grin, “Don't you think that was over doing it?”

A drone roared at Grievous and flew at him...only to be seized by the throat, a cold taloned foot locked firmly around it's neck. With ease the warlord threw the drone, it's scream of terror drowned out by the loud crashing sounds of it going through at least three buildings.

Luna smirked back.

“Now that is over doing it.”

“No,” Grievous decapitated an attacker casually, “I think of it as being effective.”




- - - -

Ulrik's involvement had not made the fight as easy as Craw had been hoping for. If anything it seemed to have increased her will to fight. Celestia's horn was now encased in a dark orange glow as it collided with Ulrik's green blade, locking with it perfectly as though it were a lightsaber itself. Celestia grunted slightly as she roughly shoved her enemy's blade aside but he quickly countered with a backslash forcing her to jump back, Craw had shed his melted chest armor minutes ago therefore he felt more vulnerable than before but he had to take a risk. Celestia rammed a single back hoof squarely into his chest and sent the king flying back, he roared furiously the whole way before smacking against a pillar, bending it neatly in two.

Ulrik swiped at the princess's head but she ducked and lashed out with one wing, the Dark Jedi sprawled along the floor his lightsaber burning deep glowing gouges into the floor.

'This is my chance!' Craw fired a spiraling red beam from his gnarled horn and it struck Celestia in the side, earning him a startled yell of pain and the Solar Princess was sent through some of the beautifully done stained glass creating a few small cuts on her body.

“Cut through the door!” Craw commanded feverishly. Success was his grasp!




- - - -

“If you know what Craw's plan is you need to tell us now,” Grievous demanded, feeling exceptionally impatient after having to kill another group of Changelings and he was even more agitated by the fact he had no clue where the ponies were.

“I'm not psychic,” Chrysalis replied sarcastically while looking at one of her hooves. Grievous glowered and tossed off his cape, “We don't have time for this!”

“I do have a hunch as to what Craw might do though,” she went on as if the general hadn't interrupted, “he mentioned it to me before I began my failed invasion. I think Craw may try to drain Twilight Sprinkles-”

“SPARKLE!” Both Grievous and Luna yelled at her, Grievous had half raised his temporarily inactive weapons.

“Whatever,” the Changeling rolled her eyes, “but as I was saying, Craw most likely wants to drain Twilight Sparkle and her friends dry.”

“What purpose would that serve?” Grievous asked, glancing up at Canterlot Castle. He was sure that's where they'd been taken.

“They are the Bearers of the Elements Of Harmony...if he were to absorb their love he would gain the power to use the Elements himself.”

Luna's jaw dropped open in sheer horror at the idea as the realization sunk in. “That would make him overwhelmingly powerful!”

“Correct,” Chrysalis nodded at the princess, “and if you want to save Equestria and your precious friends,” it was clear she was addressing both of them, “then its going to take all of us to stop him.”

Grievous ignited his lightsabers drawing the two royal leaders attention to a huge swarm of fresh Changelings that were now flying towards them. Chrysalis dismissively walked past Grievous and Luna as her own horn began glowing green. Chrysalis fired a beam at the drones that were now merely yards away, and instead of simply striking one drone the magical ray expanded into a gigantic orb that enclosed the attackers within it. Rising up onto her back legs the orb rose up...and dropping down onto all fours and swinging her head down to the point were it almost smacked into the stone road the orb crashed to the ground...

BOOM!!!!

Green fire along with dozens of bits of stone, glass, dirt, and other types of debris rocketed into the air, expanding in all directions, a small fire covered chunk bounced harmlessly off Grievous' shoulder plate and skidded on the ground. A building rumbled, having more that half of its structure blown to bits it collapsed, seeming to shake the city itself. Chrysalis grinned to herself rather proudly at the display of her power and looked over at the general and the princess, inclining them with a tilt of her head.

“Let's go.”


- - - -

Princess Celestia felt the wind whipping through her flowing mane as she gracefully avoided the horn of an attacking drone, using her fore hooves to punch two other drones away from her. The princess grunted when another drone shouldered her painfully into the side of the castle.

BRAK!

The wall dented in and dozens of massive and hair thin cracks appeared on her spot of impact. Reopening her eyes Celestia launched herself forward, spinning around in a circle, her back hooves pointed to the ground, her majestic wings splayed out to their fullest extent. The Changelings were sent soaring away at full speed after coming in contact with those powerful wings. Celestia ceased her attack and quickly flew back into the castle corridor were the Elements were kept...

The door was lying on the floor...cut cleanly away. And the Elements Of Harmony were gone.

Grievous strikes back

King Craw looked himself over yet again to check for any injuries but there were none that would be too hampering. He stood beside Ulrik, the chest that contained the Elements kept firmly under one of his holed through hooves, a brief grin tugged at his thin lips but he resisted the temptation as now was not the time to be over confident. Ulrik had been patiently standing beside his temporary leader, his bland gray robes making him stick out like a sore thumb among the brilliant colors of Canterlot Castle, however his patience was beginning to falter visibly with a slight fidget.

“They should arrive soon,” Craw's left ear twitched in slight amusement. Ulrik's dark eyes looked at the king for a few moments before he resumed looking ahead at the two dark purple and gold doors.

“With all due respect your Highness, Grievous is very much alive-”

The doors swung wide open, banging loudly off the walls as Renn triumphantly marched in followed by a small group of Changelings that were dragging in the six Bearers of the Elements themselves. Each of the ponies had been encased in a cocoon that stopped at their necks allowing them to remain conscious, the cocoons ended in a thick string the drones were dragging by their jaws. And naturally the one who protested quite openly was Rainbow Dash, who was currently writhing in her gooey prison.

“I'm warning you! If you don't lemme outta this thing right now,” she narrowed her eyes lividly, “I'm gonna kick all your flanks myself!” Her eyes scrunched shut as she continued her thrashing. The doors shut at Craw's magical will and he then held up a hoof to indicate for the drones to cease their actions. Humbly they released the slimy green strands from their fanged maws and stalked away. The king loomed over the six mares, for once allowing a glimmer of smug glory to enter his eyes.

“Bold words Rainbow Dash-”

“Yeah yeah 'I'm so powerful' and blah blah!” Rainbow Dash rolled her eyes obnoxiously, “you got your brief win and your cliche monologue outta the way...now where's the part where we kick your pony-bug butt?”

One of the drones that had been watching from the side stifled a snicker and Rarity gave a little giggle, had her hooves been free she would've covered her mouth. Craw's eyes flashed dangerously and his gnarled horn glowed and the rainbow maned Pegasus' cocoon slowly oozed up and covered her mouth. “What a rude little bitch you are,” he hissed at having his ego bruised.

“Hey! That's one bit in the swear jar mister!” Pinkie Pie interrupted with a disapproving frown. Craw looked at her warningly but before he could say anything Applejack cut in.

“What do ya want with us?” She looked at the beautifully made chest that contained each of there Elements. Craw smiled again having seemingly chosen to ignore Pinkie's outburst at the moment. “At least one of you stupid ponies is observant,” his horn glowed again and the chest was forcibly wretched open, “I'm going to absorb your love...happiness...whatever you want to call it and become the sole Bearer of the Elements of Harmony and with all that power none will be able to withstand my might.” At the king's words Twilight Sparkle tilted her head to the side.

“How're you going to do that? Last time I checked emotions and artifacts aren't connected,” she stated matter of factly, a bit of sweat hidden behind her mane, 'Just gotta keep him talking until Grievous or one of the princesses show up...'

“Are feelings of Honesty, Kindness, Laughter, Generosity, and Loyalty not feelings of happiness and love?” He inquired but did not wait for an answer but simply carried on, “and Magic...you are all connected to the Elements-”

They all looked back at the doors as the sounds of magical beams being fired back and force and cries of pain sounded out clearly.

BOOM!

The doors were blown off their hinges as Chrysalis and Luna walked in, followed by a small legion of Changelings loyal to the true queen. Chrysalis herself stepped forward and grinned dangerously, “Surprised?”

Craw's horn began to glow and both Renn and Ulrik drew their lightsabers simultaneously each in an aggressive stance as Craw's own drones began to assume a traditional line across their king, glowering menacingly at the attackers. Luna stamped a hoof and lowered her horned head in anticipation and Chrysalis' eyes gleamed wickedly...but no one made a move. It seemed like the castle turned battlefield had frozen in time when Ulrik half glanced at the high ceiling and there he was...General Grievous, hanging like a giant metal bat in one moment and descending down upon them the next. He flipped through the air ignited his two lightsabers-

WHAM!

He landed in the center of the corridor forming a small crater and in mere seconds the battle began, Changelings colliding with Changelings as Chrysalis and Luna began blasting and ramming their way through any enemy that made the mistake of getting in the way.

Grievous wordlessly blocked the two Dark Jedi's incoming attacks, keeping low to the ground and quickly swiped up and across forcing his foes to stand side by side directly before the Kaleesh warlord, his eyes glowing light pits golden fire as he charged them, limbs becoming a blur with each swing and occasionally gripping a blade with a foot attacking them both above and below and cutting his way past any fool that tried to attack him. Viciously he rotated his hands his weapons of battle leaving gouges in the floor and sending sparks in their direction before he lept, leveling his blades at his sides preventing them from leaving any damage. Landing, he swung to the left with his right effectively deflecting Renn's assault and sent him staggering off to the side and arched his left blade downward forcing Ulrik to bring his own lightsaber over his head to block.

Normally Grievous would have finished him but the fact that Renn was running at him forced the general to simply send a metal taloned foot slamming into his hard abdomen. With ease Grievous lashed out with his left arm, the hard material nearly knocking Renn out as it sent him into the wall denting it and causing a few small chunks to spill out all over the Dark Jedi.

Grievous swung rapidly to kill to the sudden swarm of drones that launched themselves at him ferociously, he twisted his metal body aside in time to evade one but another steadily crept up behind him...and sprang...only to be with the general's fist. He didn't even turn to acknowledge the nuisance  and seized one with a foot, it's spine snapping when he smashed it to the ground. A jerk of his arm and his elbow met a drone's muzzle, a fang and mixture of blood and saliva flew out.

VMM!

Another was decapitated. A blast from Chrysalis took another two in a flash while Grievous skewered to attackers with a reverse stab, withdrawing his blades and whirling them around, cleaving apart more drones and casually deflecting a magical bolt back to its sender.

When he'd given himself considerable space he raised a lightsaber over his head and pointed it forward. Ordering them on.

Attack.




- - - -

Craw had never run from a battle that fast before in his entire long life as usually he was one of the last to leave the battlefield in defiance and a show of his prowess at war. But not this time. When he actually gazed upon Grievous he felt all confidence leave him...never had Craw seen anything like General Grievous. His face was expressionless...but with sunken gold eyes surrounded by rusty red flesh that seemed to hold all the rage in the world within them. Slender but powerful metal limbs, armor the color of bone, broad shoulders and a towering height...surpassing Chrysalis, himself and even the two Dark Jedi! And his fighting skills...Craw was astounded that Renn and Ulrik had survived his wrath at Appleloosa.

'T-this can't be happening!' He looked back at the six mares now fully encased in their cocoons and now unconscious in them, Craw surveyed the two assassins; Renn and Ulrik as well as the...eight Changelings that had fled with him. And the environment...this corridor was smaller and therefore much more enclosed, no pillars or anything extravagant as he was now in one of the castle's lower levels that very few ventured into. And behind them was a door that Ulrik had pulled open.

An eerie glow emitted from the entrance of the corridor as General Grievous marched in, hunched over but no less intimidating his eyes, gold and soul piercing were looking directly at Craw. Silently saying:''I am going to kill you and nothing and no one will stop me.”

The drones fired at the warlord who jumped and used his talons to cling to the old stone wall and began running effortlessly up it. The green magical bolts hitting the wall and eventually the ceiling blowing holes into them but never hitting their rapidly moving target.

“SHOOT HIM DOWN!” Craw screamed, his red eyes bulging and his jaw dropping in frightened awe as the general soared downward. The second he landed on a drone crushing its spine and obviously annihilating it's ribs, the lightsabers struck each of their targets; not once did Grievous miss. Craw watched as the green blade swung upward and sliced across the face and chest and striking down the last of his guards.

The door to the final room slammed shut, Craw didn't even bother with the six ponies he'd gone to extreme lengths to capture.




- - - -

As soon as that door shut Grievous' attention immediately turned to the six, quickly he used his weapons to slice the cocoons open, the green sacks spilling out a oozing material on the ancient stone floor. Luna used her magic to pull them out and lay them carefully to the ground, Grievous deactivated his lightsabers and shifted his arms behind his back as Chrysalis landed beside Luna, her own surviving warriors guarding the corridor from any intruders.

“They'll be fine but a little drowsy,” Chrysalis rolled her eyes at what she deemed to be unnecessary for six ponies she despised but regardless she kept her contempt down. Especially at seeing one of Grievous' arms twitch ever so slightly.

“Good,” his horn like antenna whirred as they shifted briefly when he swiveled his head over to Luna, “is there any way out of that room?”

“No. Its a secret council room from only my sister, our top advisers and myself, that door is the only way out.”

Grievous began stepping towards the door while issuing his commands. “All of you stay out here, kill any hostiles and see to it that those ponies remain safe.”

“You're going in alone?” Chrysalis asked.

“They are mine to kill.”  

The duel

“We can not face him!” Renn hissed in a hushed whisper, his thumb against the red ignition button of his lightsaber as he glanced at the stone door on the other side of the room of which was the only thing keeping the warlord out. The council room itself was quite large giving them all plenty of room to move around and entirely made of stone blocks that had all been carefully cemented together centuries ago. A massive table sat in the center, it had been made to resemble Celestia's sun as it was round in the center with wavy flares stretching out from it, usually that was were the seats would go. On the ceiling was a silver crescent moon that magically provided light in the once dark room.

Craw did not take his red eyes off the door, ignoring a somewhat panicking Renn. “What chances does he stand? Its three of us versus one of him!” The self-proclaimed king snapped at the assassin irritably.

“That is true, your Highness,” Ulrik replied gravely, he too had his lightsaber in hand but her did not look as panicked as Renn did...or perhaps he was just hiding it better. “But he did not go out and simply buy those lightsabers he has...and those are just some of the ones he has.”

Craw swallowed slightly, “Go on.”

“He's the most prolific Jedi killer in the galaxy of which we hail from, slaughtering them regardless of who they are. Masters, knights, padawans alike have met a barbaric end because of him.”

The door glowed a dark green and the sound of grating stone against stone resonated loudly throughout the room as Grievous marched in, hands behind his back; the tusk like antenna on the sides of his head shifted briefly when the door was magically shut by Chrysalis. Who wore a mocking grin on her lips directing it plainly to the three. Even going so far as to mouth the words “Bye bye.”

Grievous' golden eyes fixed on them malevolently before he moved, in one push of his mechanical legs he landed on the table, on one knee therefore bringing him closer to their level.

“King Craw, at last a proper introduction,” one arm rested casually on his knee, “I've been looking forward to meeting you.”

“Chrysalis made an excellent choice using you to do her dirty work,” Craw replied haughtily, “but what good is that going to do you hm?”

“I am not interested in Chrysalis' precious Changeling Empire nor am I concerned with Equestria's well being either,” he lowered his head threateningly, “what I want is to kill all three of you!”

Craw grinned smugly when his horn glowed blood red, his equine body adopting a more human like appearance as he rose up on his back legs, his forehooves shifted to become hands with functioning fingers and in a red flash two swords appeared. Grievous could tell they were mystically enhanced judging by the dark glowing red line that ran up the length of the blades, Craw ran them together once causing a little rain of sparks to fall to the floor.

“There is three of us, monster, and only one of you,” Renn and Ulrik simultaneously ignited their blades.

“Well then by all means,” the general stood to his full height and reached behind his to grasp two lightsabers in each hand, “allow me to even the odds.” The arms split apart to form an additional set, each lightsaber ignited one at a time, the cyborg's arms spread wide allowing them all to see just what they were up against. Exactly ten seconds passed before Ulrik made the move that would begin the battle.

He sprang over the general's head, his attack blocked by Grievous simply raising his upper left arm over his skull like head and immediately both Craw and Renn attacked. Grievous shifted to the center of the table as he crossed blades with Craw who quickly proceeded to thrust his left sword at the warlord's face, Grievous ducked and performed a complete spin...the power he put into it literally shattered one of Craw's swords. Renn nearly fell off the immense table and Ulrik was able to intercept two of the blades but the general merely swung with his lower right attempting to cut the Dark Jedi in half. Grievous' keen hearing allowed him to pick up on the sound of Craw running behind his and he lashed out with a powerful roundhouse kick, clenching his metal foot shut like a fist and brought it directly into Craw's cheek.

“Ugghh!” He went down.

Grievous had been planning to end him right then and there but fortunately for Craw his allies acted fast, launching their attacks from the side forcing Grievous to block with all four of his weapons. Craw smiled dangerously and began to stand...Grievous narrowed his eyes and raised his right foot and stomped on the table's center once. His three foes grunted as the table split in two falling downward and effectively ruining their attacks. Grievous swiftly sent a kick into Craw's mid-section that sent him crashing to the ground, it took only an aggressive shove to send Renn stumbling off, Ulrik however took a swing at the general's head of which he easily avoided but he was unable to avoid a Force push.

Grievous allowed himself to be blown back from his enemy, he allowed his feet to connected with the wall behind him embedding himself with his strong metal talons as Ulrik stepped off the destroyed table and with a single hand, lifted the two broken halves with the Force and with a grunt he threw then at the cyborg. General Grievous jumped at them carefully folding his arms over his metal chest keeping his weapons pointed upward, flying between the two huge stones and landing safely on the floor.

BANG!

The table chunks exploded into pieces behind him but he paid the event no heed as he charged at Ulrik instantly forcing him onto the defensive. Craw and Renn quickly joined, the Changeling interrupted a single green blade with his sword and Ulrik thrust forward aiming for his chest; Grievous lept back spinning a lightsaber in front of him rapidly. All three charged, the four-armed cyborg rotated his entire upper body around until it became a blur. Renn brought his blue lightsaber colliding with a green and blue blur and the consequence of that action was him staggering off to the side and loosing his footing and tumbling to the ground. Grievous slowly progressed forward until the duo dispersed, ceasing the deadly rotation he followed up with a few stabs aiming for Ulrik's legs which was easy for Ulrik to deflect but he was barely able to duck a spinning green lightsaber that would have resulted in the lose of his head.

Ulrik swiped up and then down, Grievous literally used both left arm blades to intercept it, the X shape ensnaring Ulrik's own. A blast courtesy of Craw's spiraling horn connected with Grievous' back that forced him to deactivate his lightsabers and sent him rolling along the floor, his metal body banging loudly against the stone. He was still on one knee, barely reactivating his lightsabers in time to counter Ulrik, pushing back up and swiping with his upper right and stabbing with his lower left he ducked to avoid a swing from Craw nimbly darting around the king, his lightsabers whirling about rhythmically stunning Craw at their speed. The general quickly grabbed Renn by the throat, glaring at the Dark Jedi he lept up and used his right leg to fling him into Craw barreling him over.

Grievous noticed Ulrik rather easily and observed what he was about to do next...the warlord tossed all four of his active lightsabers in the air and seized Ulrik's arms with two hands each.

CRACK!

Grievous headbutted the man into near unconsciousness, but then he felt a searing agony in his stomach! Ulrik looked down to find three of his enemy's blades embedded in him and piercing him through, a series of choking noises emitted from the Dark Jedi attempted to scream. Grievous rotated his upper right hand before bringing the green blade over his left shoulder-

VMM!

That single swing decapitated and ended the life of Ulrik. His head bounced once and rolled until it met the wall. The lightsabers withdrew from the headless corpse and it fell with a dull 'thud,' Grievous saw Ulrik's weapon fly into the waiting hand of Renn, who let loose the loudest enraged battle yell he could and ran full speed at the victorious Kaleesh. Four blades met two blades as they exchanged blows throughout the council room Renn's savage hits driving even Grievous back but only for about a minute or so until he was able to launch a counter attack. A single saber gripped with his foot and rotating himself on a single hand, Renn blocked the lightsaber that was gripped in Grievous' taloned foot but the other three humming blades forced him to jump back and it was just in those seconds that allowed Grievous to make the move that would finish off Renn.

The Dark Jedi looked up in time to witness the general standing on two feet again...with only three lightsabers!?

But then he noticed it. The handle of a lightsaber protruding from his chest. That was the last thing he saw before whatever flicker of life remained in him was snuffed out, his own weapons dropping loosely from his useless hands as Grievous pulled out his blade and stepped back enough to relish at seeing Renn fall face first onto the cold and unforgiving stone floor.

'Impossible!' Craw stood, slack jawed, but regardless he ran at Grievous.

'Fool.' The general thought sourly, almost amused as he swung another lightsaber; the single attack severing Craw's sword like paper but before Grievous could do anything more the king made a wise decision to fly back. His wings buzzing loudly, his eyes wide as he realized his mistake.

'Unstoppable...' He landed, hiding his fear well. Grievous' stance became relaxed and he did the most surprising thing of all:He deactivated his lightsabers! His arms recombined and he returned the inactive weapons to his waist. Craw looked at him with a grin when he saw the general bring a single finger towards himself.

A silent way of saying “Come on!”

'Let's see how good you are without your glowing little toys!'

Grievous would have smiled if he had lips as Craw was playing right into it, he actually thought he now had the advantage but that was FAR from the truth. Grievous wanted to make him suffer, make him realize just how weak and pathetic he truly was.


Craw sent both fists plowing into Grievous' chest plate, he felt a shooting pain in his fists and his forearms felt somewhat numb. He grunted when he felt a metal backhand smack him across the face nearly breaking his jaw, he hadn't even seen Grievous move. Rolling onto his back he saw the terrifying warlord looming over him, blotting out the light but as it shone behind him Craw thought he almost looked like a god. The Kaleesh hauled him to his hooves and sent a fist smashing mercilessly into Craw's stomach doubling him over but Grievous relentlessly brought his knee cracking up into Craw's jaw snapping his head back violently. A swipe from the bared metal fingers staggered the Changeling, his world spinning; a vicious kick to his spine sent him sprawling to the floor. Grievous silently gripped each of the king's wings and placed a foot on his back.

“NO WAI-AAAAAAAAAGHHHHHHHHHHHHHH!” A shrill howl of pain escaped Craw's fanged jaws as his wings were torn from his body, dark green blood oozing down his back in little rivers. Grievous tossed the useless things aside and walked forward, his gold eyes shining with dark malice and sadistic glee. He rotated his upper body repeatedly delivering punches to Craw's face, cracking a cheek bone and sending him slamming face first against the wall. Craw felt the general grab him by the head.

“WAIT I SURREN-”

BRAK!

Grievous wordlessly bashed Craw's fear ridden face into the wall, denting it and creating various cracks to appear, and he repeated this violent action...twenty four times. By the the time he'd finished green blood, mucus, and salty tears cascaded down his broken and swollen face; whimpering and spluttering like a baby. Craw let out a gurgling wail as Grievous firmly gripped him by the horn...an agony the likes that Craw had never felt in his entire long life raced through him as Grievous bent and tore the horn from his head. Without his magic he reverted to his true equine form. A loud and anguished scream of pure pain echoing in the room and obviously resonating very well outside it as well. It was time to end it.

General Grievous held the huge horn tightly and thrust it upward skewering Craw through the jaw and out the head. He gurgled and began thrashing pathetically until Grievous took hold of his head. One hand covering the mouth while the other firmly held the back of his head. A sicking crack and the former King of the Changelings, Craw, fell to the floor.

Goodbye

The train ride back to Ponyville had been fairly quiet, Grievous observing his two new lightsabers which he had somewhat gleefully told them he looked forward to using them in combat someday, the six ponies he had saved mostly slept the whole way there. It was understandable, fighting a small war and getting captured would certainly put a strain on practically anyone, especially creatures as peaceful as the ponies. Celestia, after she'd successfully driven out the last of the Changelings loyal to Craw out and told them that she would be there waiting for them in Ponyville. And she had kept her word.

Waiting for them in the center of the little town itself, as well as the whole of Ponyville cheering and stamping their hooves in celebration in return of the seven heroes.

'Seven,' Grievous was almost amused by that prospect that they considered him a savior of their world when he really the only ones he had fought to save were the six ponies who were currently bowing to Celestia. The battle that had occurred was evident on her, white bandages coiled around her ribcage and other separate one wrapped around the tip of right wing. Various smaller gauze’s dotted her body, particularly her shoulders, but despite that; she looked quite regal and composed and kind. As if the battle had never happened at all. A small gold chest lay at left hoof as flowers rained down on the seven, one landing delicately on Grievous' left shoulder and he gave it a disdainful flick. Celestia held up a a golden shoe covered hoof to silence the crowd.

“Good afternoon,” she announced in a clear voice, “I thank you all for coming here today and welcoming back the seven that saved Equestria from destruction,” a chorus of brief cheers that she had to wait for to die down interrupted her for a minute or so before continuing, “however there is still one more thing to attend to.” Her horn glowed and the chest opened up, revealing the Elements.

“It is time for me to return to where I belong,” Grievous finished for Celestia, peering at the majestic Elements that lay ready in the chest. Small groan of protest emitted from the crowd but what actually caught the cyborg's attention were the gasps of surprise coming from Pinkie Pie. Her pink, cotton candy like mane deflated, literally. Her coat dulled and her mane hung to one side of her face, “You're leaving?”

“I have too,” he gave a nod to Celestia, who easily teleported the eight them to a much more private location.


- - - -

The second they reappeared in a bright orange flash, surrounded by the big apple trees of Sweet Apple Acres, Rainbow Dash flew up into the cyborg's face.

“You can't leave Grievous! You just can't,” she hovered back and forth rubbing the side of her head in disbelief, “you're like the...like the seventh Element of Harmony!”

Grievous chuckled in his deep, mechanically distorted voice.

“I am no Element of Harmony, Rainbow Dash. No good will come of me being on your planet for much longer,” he looked down to see Pinkie hugging one of is thin metal legs.

“But there's still so much to do,” she sniffled.

“Yeah you ain't seen zap apples yet,” Applejack faintly said, hiding her eyes by keeping both her head and her hat at low angle. Fluttershy openly let a single tear run down her yellow cheek while Rarity regained her composure.

“Of all things that could happen...this is the worst possible thing!” She exclaimed, “And I mean it this time!” She choked back a sob, “I really do.”

Grievous watched them for a moment before steadily dropping down to one knee so he could get closer to their level. A sudden urge to...comfort them arose inside of him, he felt as though he just had to tell them, he was not going to leave things like this. “Look at me,” his voice quickly became the only sound other that wind lightly rustling the green leaves of the the huge apple trees.

“There are some things in life that are just not...meant to be. I am not supposed to be a part of your world, but make no mistake...I think fondly of the six of you...no matter how frustrating you may get sometimes,” Pinkie brightened slightly and Twilight gave a small giggle. “But friends do go away. It happens, so do loved ones, I speak from experience. I lost someone I cared for deeply many years ago,” the ponies sat, listening intently. Even Celestia had a sad expression on her face as she listened to the warlord.

“However,” he used a thin finger to lift Fluttershy's chin up from the ground, “just because that someone is no longer with you does not mean they become any less important. You will always have the memories of them.”

The wind had stopped, the birds were silent, and the general stood with his hands clasped behind his back and watched as their spirits lifted. Pinkie's mane restored to its puffy, cotton candy appearance and her pink coat restored to its normal brightness. The Elements glowed as they came to life...magically going to their match. Five had necklaces, Fluttershy's had a butterfly jewel in its center, Kindness. Pinkie Pie, a blue balloon, Laughter. Rarity's a light purple diamond, Generosity. Rainbow Dash, a red lighting bolt, Loyalty. Applejack, an orange apple, Honesty. And Twilight Sparkle's Element was an extravagant crown with a purple star on top, Magic. The six levitated off the grassy ground, Twilight's eyes glowing a pure white.

Grievous did not narrow his eyes in the intense light, he was transfixed by the serene looks on each of their faces, of such peace. A huge rainbow emerged from their bodies, rocketing high into the sky before it gradually descended towards Grievous. And as it struck him, he had the faint sensation that he was floating...fading from their world. Forever.

“Goodbye.”




- - - -

“You all did very well,” Celestia carefully shut the chest over the now inactive Elements and looking up at them, “and please remember Grievous' words.” And with that she too was gone along with the chest in dark yellow flash.

Fluttershy looked up at the steadily darkening sky, and quietly, she whispered. “Goodbye Grievous, I will always keep with me, in my heart.” She looked back when she heard her friends approach her.

“We all will.” Twilight said, sitting alongside the rest of her friends, her chest containing a warm feeling. They'd all learned a valuable lesson on the magic of friendship. The value of memories.

And perhaps, someday, they would see each other again. But if not, that was okay, they would always have those precious memories of him, their most unlikely friend.

General Grievous.




                                   The End

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